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 JUNE 30, 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)






                                                                                       June 30,      December 31,
                                                                                      2000            1999
                                                                                  -----------------------------
  ASSETS

                                                                                            
  Equipment held for operating lease, at cost                                     $   29,548      $   32,487
  Less accumulated depreciation                                                      (24,196)        (25,815)
                                                                                  -----------------------------
       Net equipment                                                                   5,352           6,672

  Cash and cash equivalents                                                            1,608             894
  Accounts receivable, less allowance for doubtful
      accounts of $121 in 2000 and $107 in 1999                                          869             877
  Investment in an unconsolidated special-purpose entity                                  --             368
  Prepaid expenses and other assets                                                       17              47
                                                                                  ------------------------------

        Total assets                                                              $    7,846      $    8,858
                                                                                  =============================

 LIABILITIES AND PARTNERS' CAPITAL

  Liabilities:
  Accounts payable and accrued expenses                                           $      241      $      352
  Due to affiliates                                                                       67              67
  Lessee deposits and reserve for repairs                                                716             783
                                                                                  -----------------------------
      Total liabilities                                                                1,024           1,202
                                                                                  -----------------------------

  Partners' capital:
  Limited partners (7,381,805 depositary units as of
      June 30, 2000 and December 31, 1999)                                             6,822           7,656
  General Partner                                                                         --              --
                                                                                  -----------------------------
      Total partners' capital                                                          6,822           7,656
                                                                                  -----------------------------

        Total liabilities and partners' capital                                   $    7,846      $    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                For the Six Months
                                                           Ended June 30,                     Ended June 30,
                                                         2000          1999                2000            1999
                                                      --------------------------------------------------------------
  Revenues

                                                                                            
  Lease revenue                                       $  1,361      $   1,420           $   2,866       $  2,877
  Interest and other income                                 26             19                  36             43
  Net gain on disposition of equipment                     523             81                 502            233
                                                      --------------------------------------------------------------
      Total revenues                                     1,910          1,520               3,404          3,153
                                                      --------------------------------------------------------------

  Expenses

  Depreciation                                             413            488                 845          1,002
  Repairs and maintenance                                  449            411                 859            805
  Equipment operating expenses                              44             38                  89             68
  Management fees to affiliate                              66             63                 143            142
  General and administrative expenses
        to affiliates                                       52             57                 119            140
  Other general and administrative expenses                183            136                 427            317
  Provision for bad debts                                   19             13                  10             10
                                                      --------------------------------------------------------------
      Total expenses                                     1,226          1,206               2,492          2,484
                                                      --------------------------------------------------------------

  Equity in net income (loss) of an
        unconsolidated special-purpose entity              (60)          (180)              1,304           (313 )
                                                      --------------------------------------------------------------

  Net income                                          $    624      $     134           $   2,216       $    356
                                                      ==============================================================

  Partners' share of net income:

  Limited partners                                    $    528      $      77           $   2,063       $    243
  General Partner                                           96             57                 153            113
                                                      --------------------------------------------------------------

  Total                                               $    624      $     134           $   2,216       $    356
                                                      ==============================================================

  Limited partners' net income per weighted-
        average depositary unit                       $   0.07      $    0.01           $    0.28       $   0.03
                                                      ==============================================================

  Cash distributions                                  $  1,136      $   1,136           $   2,273       $  2,273
  Special cash distributions                               777             --                 777             --
                                                      ==============================================================
  Total cash distributions                            $  1,913      $   1,136           $   3,050       $  2,273
                                                      ==============================================================

  Per weighted-average depositary unit:
  Cash distributions                                  $   0.15           0.15           $    0.29       $   0.29
  Special cash distributions                              0.10             --                0.10             --
                                                      ==============================================================
  Total cash distributions                            $   0.25           0.15           $    0.39       $   0.29
                                                      ==============================================================










                 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 JUNE 30, 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                                                         2,063                153               2,216

  Cash distribution                                                 (2,159)              (114)             (2,273)

  Special cash distribution                                           (738)               (39)               (777)
                                                                ---------------------------------------------------

    Partners' capital as of June 30, 2000                       $    6,822          $      --               6,822
                                                                ===================================================



































                 See accompanying notes to financial statements.






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





                                                                                           For the Six Months
                                                                                             Ended June 30,
                                                                                       2000                 1999

                                                                                   -----------------------------------
  OPERATING ACTIVITIES
                                                                                                   
  Net income                                                                       $    2,216            $     356
  Adjustments to reconcile net income to net cash provided
      by (used in) operating activities:
    Depreciation                                                                          845                 1,002
    Net gain on disposition of equipment                                                 (502)                 (233)
    Equity in net (income) loss from an unconsolidated special-purpose
       entity                                                                          (1,304)                  313
    Changes in operating assets and liabilities:
      Accounts receivable, net                                                              8                   208
      Prepaid expenses and other assets                                                    30                    19
      Accounts payable and accrued expenses                                              (111)                   (2)
      Due to affiliates                                                                    --                   (26)
      Lessee deposits and reserve for repairs                                             (67)                   95
                                                                                   -----------------------------------
        Net cash provided by operating activities                                       1,115                 1,732
                                                                                   -----------------------------------

  Investing activities
  Proceeds from disposition of equipment                                                  977                   529
  Liquidation distributions from an unconsolidated special-purpose entity               1,824                    --
  Additional investments in an unconsolidated special-purpose entity                     (152)                 (417)
                                                                                   -----------------------------------
        Net cash provided by investing activities                                       2,649                   112
                                                                                   -----------------------------------

  Financing activities
  Cash distribution paid to limited partners                                           (2,159)               (2,160)
  Cash distribution paid to General Partner                                              (114)                 (113)
  Special cash distribution paid to limited partners                                     (738)                   --
  Special cash distribution paid to General Partner                                       (39)                   --
                                                                                   -----------------------------------
        Net cash used in financing activities                                          (3,050)               (2,273)
                                                                                   -----------------------------------

  Net increase (decrease) in cash and cash equivalents                                    714                  (429)

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

  Cash and cash equivalents at end of period                                       $    1,608            $    1,557
                                                                                   ===================================
















                 See accompanying notes to financial statements.





                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 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 June 30, 2000 and December 31, 1999,  the
     statements  of income for the three and six months  ended June 30, 2000 and
     1999,  the  statements of changes in partners'  capital for the period from
     December 31, 1998 to June 30, 2000,  and the  statements  of cash flows for
     the six months ended June 30, 2000 and 1999.  Certain  information and note
     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
     six months ended June 30, 2000 and 1999,  cash  distributions  totaled $2.3
     million.  For  the  three  months  ended  June  30,  2000  and  1999,  cash
     distributions  totaled $1.1 million.  In addition,  a $0.8 million  special
     distribution was paid to the partners during the three and six months ended
     June 30, 2000, from the proceeds  realized on the sale of equipment in 2000
     and 1999.  No special  distributions  were paid in the three and six months
     ended June 30, 1999.  Cash  distributions  to the limited  partners of $0.8
     million and $1.9  million for the six months  ended June 30, 2000 and 1999,
     respectively, were deemed to be a return of capital.

     Cash  distributions  related to the results from the second quarter of 2000
     of $1.1 million, will be paid
     during August 2000.






                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000

5.   TRANSACTIONS WITH GENERAL PARTNER AND AFFILIATES

     Partnership  management  fees of $0.1  million  were payable as of June 30,
     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 $2,000 and $3,000 for the six months ended June 30, 2000
     and 1999,  respectively  and $1,000 and $3,000 for the three  months  ended
     June 30, 2000 and 1999, respectively.

6.   EQUIPMENT

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

                                                  June 30,          December 31,
                                                   2000                 1999
                                              ----------------------------------
  Railcars                                      $   14,988           $   16,249
  Trailers                                          10,404               10,606
  Marine containers                                  4,156                5,632
                                               ---------------------------------
                                                    29,548               32,487
  Less accumulated depreciation                    (24,196)             (25,815)
                                               ---------------------------------
        Net equipment                           $    5,352           $    6,672
                                               =================================

     As of June 30,  2000,  all  equipment  was either on lease or  operating in
     PLM-affiliated short-term trailer rental facilities,  except for 148 marine
     containers and 8 railcars with an aggregate net book value of $0.2 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.

     During the six months ended June 30, 2000, the Partnership sold or disposed
     of marine containers,  trailers,  and railcars,  with an aggregate net book
     value of $0.5 million, for proceeds of $1.0 million.

     For the six months ended June 30, 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 $0.5 million.

     On May 24, 2000, FSI, on behalf of the  Partnership,  entered into an asset
     purchase  agreement to sell the  refrigerated and dry trailer assets of the
     Partnership.   Closing  of  the   transaction  is  contingent  on  numerous
     conditions.  If the sale is completed,  the General Partner  estimates that
     the Partnership's  sale proceeds to be approximately  $0.3 million and will
     result  in a gain of  approximately  $0.3  million.  Since  the sale of the
     trailers is contingent upon certain  conditions being met, the refrigerated
     and dry trailers are not classified as assets held for sale.

7.   INVESTMENT IN 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 $0.4 million as of December 31, 1999.

     During the six months  ended June 30,  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 $1.4 million.











                          PLM EQUIPMENT GROWTH FUND II
                             (A LIMITED PARTNERSHIP)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2000

8.   OPERATING SEGMENTS

     The Partnership  operates or operated in four different  segments:  railcar
     leasing,  trailer leasing,  marine container  leasing and aircraft 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
                                          Railcar    Trailer    Container  Aircraft   All
     For the quarter ended June 30, 2000  Leasing    Leasing     Leasing   Leasing    Other<F1>1   Total
     -----------------------------------  -------    -------     -------   -------    ----         -----

     REVENUES
                                                                             
       Lease revenue                       $   887   $    458   $     16  $     --   $     --  $  1,361
       Interest income and other                --         --         --        --         26        26
       Gain on disposition of equipment        508          2         13        --         --       523
                                          --------------------------------------------------------------
         Total revenues                      1,395        460         29        --         26     1,910

     COSTS AND EXPENSES
       Operations support                      333        150          1        --          9       493
       Depreciation                            187        171         55        --         --       413
       Management fees                          43         22          1        --         --        66
       General and administrative               89         52          1         1         92       235
     expenses
       Provision for (recovery of) bad          26         (7)        --        --         --        19
     debts
                                          --------------------------------------------------------------
         Total costs and expenses              678        388         58         1        101     1,226
                                          --------------------------------------------------------------
     Equity in net loss of USPE                 --         --         --       (60)        --       (60)
                                          --------------------------------------------------------------
     Net income (loss)                     $   717   $     72   $    (29) $    (61)  $    (75) $    624
                                          ==============================================================



     Total assets as of June 30, 2000      $ 1,668   $  4,031   $    522  $     --   $  1,625  $  7,846
                                          ==============================================================

                                                                 Marine
                                          Railcar    Trailer    Container  Aircraft   All
     For the quarter ended June 30, 1999  Leasing    Leasing     Leasing   Leasing    Other<F1>1   Total
     -----------------------------------  -------    -------     -------   -------    ----         -----

     Revenues
       Lease revenue                       $   850   $    534   $     36  $     --   $     --  $  1,420
       Interest income and other                --         --         (1 )      --         20        19
       Gain on disposition of equipment         --         61         20        --         --        81
                                          --------------------------------------------------------------
         Total revenues                        850        595         55        --         20     1,520

     Costs and expenses
       Operations support                      280        165         --        --          4       449
       Depreciation                            192        211         85        --         --       488
       Management fees                          42         20          1        --         --        63
       General and administrative               42         60          3         1         87       193
     expenses
       (Recovery of) provision for bad          (4)        18         (1 )      --         --        13
     debts
                                          --------------------------------------------------------------
         Total costs and expenses              552        474         88         1         91     1,206
                                          --------------------------------------------------------------
     Equity in net loss of USPE                 --         --         --      (180)        --      (180)
                                          --------------------------------------------------------------
     Net income (loss)                     $   298   $    121   $    (33 )$   (181)  $    (71) $    134
                                          ==============================================================


     Total assets as of June 30, 1999      $ 2,578   $  4,669   $    978  $    598   $  1,801  $ 10,624
                                          ==============================================================






<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
                                  JUNE 30, 2000

8.       OPERATING SEGMENTS (CONTINUED)



                                                                 Marine
                                          Railcar    Trailer    Container  Aircraft   All
For the six  months  ended June 30, 2000  Leasing    Leasing     Leasing   Leasing    Other<F1>1   Total
- ----------------------------------------- -------    -------     -------   -------    ----         -----

                                                                             
     REVENUES
       Lease revenue                       $ 1,794   $    983   $     89  $     --   $     --  $  2,866
       Interest income and other                --         --         --        --         36        36
       Gain (loss) on disposition of           576         21        (95)       --         --       502
     equipment
                                          --------------------------------------------------------------
         Total revenues                      2,370      1,004         (6)       --         36     3,404

     COSTS AND EXPENSES
       Operations support                      598        329          2        --         19       948
       Depreciation                            379        343        123        --         --       845
       Management fees                          88         50          5        --         --       143
       General and administrative              126        141          3         1        275       546
     expenses
       Provision for (recovery of) bad          29        (19)        --        --         --        10
     debts
                                          --------------------------------------------------------------
         Total costs and expenses            1,220        844        133         1        294     2,492
                                          --------------------------------------------------------------
     Equity in net income of USPE               --         --         --     1,304         --     1,304
                                          --------------------------------------------------------------
     Net income (loss)                     $ 1,150   $    160   $   (139 )$  1,303   $   (258 )$  2,216
                                          ==============================================================


     Total assets as of June 30, 2000      $ 1,668   $  4,031   $    522  $     --   $  1,625  $  7,846
                                          ==============================================================


                                                                 Marine
                                          Railcar    Trailer    Container  Aircraft   All
For the six  months  ended June 30, 1999  Leasing    Leasing     Leasing   Leasing    Other<F1>1   Total
- ----------------------------------------- -------    -------     -------   -------    ----         -----

     REVENUES
       Lease revenue                       $ 1,802   $    998   $     77  $     --   $     --  $  2,877
       Interest income and other                --         --         (1)       --         44        43
       Gain (loss) on disposition of           192        103        (62)       --         --       233
     equipment
                                          --------------------------------------------------------------
         Total revenues                      1,994      1,101         14        --         44     3,153

     COSTS AND EXPENSES
       Operations support                      575        289          1        --          8       873
       Depreciation                            393        436        173        --         --     1,002
       Management fees                          89         49          4        --         --       142
       General and administrative               88        133          6         1        229       457
     expenses
       (Recovery of) provision for bad         (10)        20         --        --         --        10
     debts
                                          --------------------------------------------------------------
         Total costs and expenses            1,135        927        184         1        237     2,484
                                          --------------------------------------------------------------
     Equity in net loss of USPE                 --         --         --      (313)        --      (313)
                                          --------------------------------------------------------------
     Net income (loss)                     $   859   $    174   $   (170) $   (314)  $   (193) $    356
                                          ==============================================================


     Total assets as of June 30, 1999      $ 2,578   $  4,669   $    978  $    598   $  1,801  $ 10,624
                                          ==============================================================





<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
                                  JUNE 30, 2000

9.   NET INCOME PER WEIGHTED-AVERAGE DEPOSITARY UNIT

     Net income per  weighted-average  Depositary  unit was computed by dividing
     net income attributable to limited partners by the weighted-average  number
     of   Depositary   units   deemed   outstanding   during  the  period.   The
     weighted-average  number of Depositary units deemed  outstanding during the
     three and six months ended June 30, 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.

     In the six months  ended June 30,  2000,  the General  Partner paid special
     distributions  of $0.10 per  weighted-average  depositary  unit. No special
     distibutions  were  paid  in the  six  months  ended  June  30,  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.





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 JUNE 30, 2000 AND 1999

(A)  Owned Equipment Operations

Lease  revenues less direct  expenses  (defined as repairs and  maintenance  and
equipment  operating  expenses) on owned equipment  decreased  during the second
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 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 equipment type
(in thousands of dollars):

                                             For the Three Months
                                               Ended June 30,
                                           2000             1999
                                         ----------------------------
  Railcars                               $    554         $    570
  Trailers                                    308              369
  Marine containers                            15               36

Railcars:  Railcar lease revenues and direct expenses were $0.9 million and $0.3
million,  respectively, for the second quarter of 2000 and 1999. The decrease in
railcar  contribution  in the  second  quarter  of 2000  was due to the  sale or
disposition of railcars in 1999 and 2000.

Trailers:  Trailer lease revenues and direct expenses were $0.5 million and $0.2
million,  respectively, for the second quarter of 2000 and 1999. The decrease in
trailer  contribution  in the  second  quarter  of 2000  was due to the  sale or
disposition of trailers in 1999 and 2000.

Marine  containers:  Marine  container  lease  revenues were $15,000 and $36,000
during the second quarter of 2000 and 1999, respectively. The decrease in marine
container  contribution in the second quarter of 2000 was due to the disposition
of marine containers in 1999 and 2000.

(B)  Indirect Expenses Related to Owned Equipment Operations

Total indirect expenses of $0.7 million for the second quarter of 2000 decreased
from $0.8  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 on Disposition of Owned Equipment

Net gain on disposition of equipment for the second quarter of 2000 totaled $0.5
million, and resulted from the disposal or sale of marine containers,  trailers,
and railcars,  with an aggregate  net book value of $0.3 million,  for aggregate
proceeds of $0.8 million.  For the same quarter in 1999, net gain on disposition
of equipment  totaled $0.1  million,  and resulted  from the disposal or sale of
trailers,  and marine  containers,  with an aggregate net book value of $19,000,
for aggregate proceeds of $0.1 million.






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

Equity in the net loss of an  unconsolidated  special-purpose  entity represents
the  Partnership's  share of the net 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 June 30, 2000,  the  Partnership  had no  remaining  interests in entities
which owned aircraft. Expenses were $0.1 million and $0.2 million for the second
quarter   of  2000  and  1999,   respectively.   The   Partnership's   remaining
partially-owned aircraft was sold in the first quarter of 2000.

(E)  Net Income

As a result of the foregoing,  the Partnership's net income was $0.6 million for
the second  quarter of 2000,  compared to net income of $0.1 million  during the
second  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 second quarter of 2000
is not necessarily  indicative of future periods. In the second quarter of 2000,
the Partnership  distributed $1.1 million to the limited partners,  or $0.15 per
weighted-average  limited partnership unit. In addition,  a special distribution
of $0.7 million or $0.10 per weighted-average  limited partnership unit was made
in the second quarter of 2000.

COMPARISON OF THE PARTNERSHIP'S  OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE
30, 2000 AND 1999

(A)  Owned Equipment Operations

Lease  revenues less direct  expenses  (defined as repairs and  maintenance  and
equipment operating expenses) on owned equipment decreased during the six months
ended June 30,  2000 when  compared to the same  period of 1999.  The  following
table  presents  lease  revenues  less  direct  expenses by  equipment  type (in
thousands of dollars):

                                               For the Six Months
                                                 Ended June 30,
                                             2000             1999
                                           ----------------------------
  Railcars                                 $  1,196      $     1,227
  Trailers                                      654              709
  Marine containers                              87               76

Railcars:  Railcar lease revenues and direct expenses were $1.8 million and $0.6
million,  respectively,  for the six months  ended June 30,  2000 and 1999.  The
decrease in railcar  contribution  in the six months ended June 30, 2000 was due
to the sale or disposition of railcars in 1999 and 2000.

Trailers:  Trailer lease revenues and direct expenses were $1.0 million and $0.3
million,  respectively,  for the six months ended June 30, 2000 and 1999.  Lease
revenue increased $0.1 million in the six months ended June 30, 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 1999 and 2000.

Marine containers:  Marine container lease revenues were $0.1 million during the
six months ended June 30, 2000 and 1999. Lease revenue increased $0.1 million in
the six months ended June 30, 2000  compared to the same period in 1999,  due to
higher  utilization of the container fleet. The increase was offset, in part, by
a decrease in lease  revenue of $0.1 million due to the  reduction in the marine
container fleet resulting from the sales and  dispositions  over the past twelve
months.

(B)  Indirect Expenses Related to Owned Equipment Operations

Total  indirect  expenses of $1.5 million for the six months ended June 30, 2000
decreased from $1.6 million for the same period in 1999.  Significant  variances
are explained as follows:

     (i) A $0.2  million  decrease  in  depreciation  expense  from 1999  levels
reflects the effect of asset dispositions in 2000 and 1999.

    (ii) A $0.1 million increase in general and  administrative  expenses from
1999 levels due to increased professional services required by the Partnership.

(C)  Net Gain on Disposition of Owned Equipment

Net gain on  disposition  of  equipment  for the six months  ended June 30, 2000
totaled  $0.5  million,  and  resulted  from  the  disposal  or sale  of  marine
containers,  trailers,  and  railcars,  with an aggregate net book value of $0.5
million,  for aggregate  proceeds of $1.0 million.  For the same period in 1999,
net gain on disposition of equipment totaled $0.2 million, and resulted from the
sale or disposal of marine containers, trailers, and railcars, with an aggregate
net book value of $0.3 million, for aggregate proceeds of $0.5 million.

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

Equity in the net  income  (loss) of an  unconsolidated  special-purpose  entity
represents the  Partnership's  share of the net income (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 June 30, 2000,  the  Partnership  had no  remaining  interests in entities
which owned  aircraft.  During the six months ended June 30, 2000, the gain from
the sale of the  Partnership's  interest in the USPE of $1.4 million,  which was
sold in the first quarter of 2000, was offset by  depreciation  expense,  direct
expenses, and administrative expenses of $0.2 million. During the same period of
1999,  depreciation expense,  direct expenses, and administrative  expenses were
$0.3 million.

(E)  Net Income

As a result of the foregoing,  the Partnership's net income was $2.2 million for
the six  months  ended June 30,  2000,  compared  to net income of $0.4  million
during the six months ended June 30, 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 six
months ended June 30, 2000 is not necessarily  indicative of future periods.  In
the six months ended June 30, 2000, the Partnership  distributed $2.2 million to
the limited partners, or $0.29 per weighted-average limited partnership unit. In
addition,  a special  distribution of $0.7 million or $0.10 per weighted-average
limited partnership unit was made in the six months of 2000.

(II) FINANCIAL CONDITION -- CAPITAL RESOURCES AND LIQUIDITY

For the six months ended June 30, 2000, the  Partnership  generated $1.0 million
in operating cash (net cash provided by operating  activities less investment in
the USPE to fund its  operations)  to meet its operating  obligations,  but used
undistributed  available  cash from prior  periods and proceeds  from  equipment
sales and liquidating  distibutions from USPEs of approximately  $2.1 million to
make the  distributions  (total of $3.1 million in the six months ended June 30,
2000, which includes a special distribution of $0.8 million) to the partners.

During the six months ended June 30, 2000, the  Partnership  sold or disposed of
marine containers,  trailers, and railcars,  with an aggregate net book value of
$0.5  million,  for proceeds of $1.0  million.  The  Partnership  also  received
liquidating  proceeds of $1.8 million from the sale of its interest in an entity
owning an aircraft.

Lessee  deposits and reserve for repairs  decreased  $0.1 million during the six
months ended June 30, 2000 due to fewer lessees  prepaying  future lease revenue
at June 30, 2000 compared to December 31, 1999.

Accounts  payable  decreased  $0.1 million  during the six months ended June 30,
2000 due to a decrease in trade accounts payable resulting from the reduction of
the size of the Partnership's equipment portfolio.

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 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
Partnership  after final disposal of assets and settlement of  liabilities,  the
amounts  cannot  be  accurately  determined  prior  to  actual  disposal  of the
equipment.

(III)    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. Another factor affecting the Partnership's contribution in 2000 and
beyond is the cost of new marine  containers which 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.
Demand,  however,  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.

(IV) 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 six months ended June 30, 2000, 27% of the Partnership's  total
lease revenues 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:  August 4, 2000                 By: /s/ Richard K Brock
                                          ----------------------
                                          Richard K Brock
                                          Chief Financial Officer