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, 2002

     [ ]  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.)

         120 Montgomery Street,
      Suite 1350, San Francisco, CA                              94104
          (Address of principal                               (Zip code)
           executive offices)


       Registrant's telephone number, including area code: (415) 445-3201
                             -----------------------


     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)
                            CONDENSED BALANCE SHEETS
                 (in thousands of dollars, except unit amounts)
                                   (unaudited)





                                                                                 March 31,     December 31,
                                                                                    2002            2001
                                                                                -----------------------------
ASSETS

                                                                                          
Equipment held for operating lease, at cost                                     $   17,525      $   21,119
Less accumulated depreciation                                                      (14,886)        (18,146)
                                                                                -----------------------------
     Net equipment                                                                   2,639           2,973

Cash and cash equivalents                                                            2,391           1,958
Accounts receivable, less allowance for doubtful
    accounts of $68 in 2002 and $89 in 2001                                          1,614             584
Prepaid expenses and other assets                                                       61              18
                                                                                -----------------------------

      Total assets                                                              $    6,705      $    5,533
                                                                                =============================

LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
Accounts payable and accrued expenses                                           $      238      $      260
Due to affiliates                                                                       36              42
                                                                                -----------------------------
    Total liabilities                                                                  274             302
                                                                                -----------------------------

Partners' capital:
Limited partners (7,381,165 depositary units as of
    March 31, 2002 and December 31, 2001)                                            6,431           5,231
General Partner                                                                         --              --
                                                                                -----------------------------
    Total partners' capital                                                          6,431           5,231
                                                                                -----------------------------

      Total liabilities and partners' capital                                   $    6,705      $    5,533
                                                                                =============================























       See accompanying notes to unaudited condensed financial statements.






                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                       CONDENSED STATEMENTS OF OPERATIONS
         (in thousands of dollars, except weighted-average unit amounts)
                                   (unaudited)



                                                                           For the Three Months
                                                                              Ended March 31,
                                                                           2002            2001
                                                                        ----------------------------

REVENUES

                                                                                  
Lease revenue                                                           $    641        $     730
Interest and other income                                                      7               30
Net gain on disposition of equipment                                       1,227              161
                                                                        ----------------------------
    Total revenues                                                         1,875              921
                                                                        ----------------------------

EXPENSES

Depreciation                                                                 241              300
Repairs and maintenance                                                      242              464
Equipment operating expenses                                                  49               91
Management fees to affiliate                                                  33               30
General and administrative expenses to affiliates                             23              104
Other general and administrative expenses                                    108              230
(Recovery of) provision for bad debts                                        (21 )             40
                                                                        ----------------------------
    Total expenses                                                           675            1,259

                                                                        ----------------------------
      Net income (loss)                                                 $  1,200        $    (338)
                                                                        ============================

PARTNERS' SHARE OF NET INCOME (LOSS)

Limited partners                                                        $  1,200        $    (395)
General Partner                                                               --               57
                                                                        ----------------------------

      Total                                                             $  1,200        $    (338)
                                                                        ============================

Net income (loss) per weighted-average depositary unit                  $   0.16        $   (0.05)
                                                                        ============================

Cash distribution                                                       $     --        $   1,130
                                                                        ============================

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


















       See accompanying notes to unaudited condensed financial statements.






                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
              CONDENSED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
            For the period from December 31, 2000 to March 31, 2002
                            (in thousands of dollars)
                                   (unaudited)



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

                                                                                            
  Partners' capital as of December 31, 2000                    $    6,552          $      --         $    6,552

Net (loss) income                                                     (26)                68                 42

Cash distribution                                                  (1,295)               (68)            (1,363)

                                                               ---------------------------------------------------
  Partners' capital as of December 31, 2001                         5,231                 --              5,231

Net income                                                          1,200                 --              1,200
                                                               ---------------------------------------------------

  Partners' capital as of March 31, 2002                       $    6,431          $      --         $    6,431
                                                               ===================================================








































       See accompanying notes to unaudited condensed financial statements.






                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                       CONDENSED STATEMENTS OF CASH FLOWS
                            (in thousands of dollars)
                                   (unaudited)




                                                                                        For the Three Months
                                                                                           Ended March 31,
                                                                                      2002                 2001
                                                                                  ----------------------------------
OPERATING ACTIVITIES
                                                                                                 
Net income (loss)                                                                 $    1,200           $      (338)
Adjustments to reconcile net income (loss) to net cash provided
    by (used in) operating activities:
  Depreciation                                                                           241                   300
  Net gain on disposition of equipment                                                (1,227)                 (161)
  Changes in operating assets and liabilities:
    Accounts receivable, net                                                              81                   122
    Prepaid expenses and other assets                                                    (43)                  (22)
    Accounts payable and accrued expenses                                                (22)                 (179)
    Due to affiliates                                                                     (6)                    8
    Lessee deposits and reserve for repairs                                               --                  (102)
                                                                                  ----------------------------------
      Net cash provided by (used in) operating activities                                224                  (372)
                                                                                  ----------------------------------

INVESTING ACTIVITIES
Proceeds from disposition of equipment                                                   209                   162
                                                                                  ----------------------------------
      Net cash provided by investing activities                                          209                   162
                                                                                  ----------------------------------

FINANCING ACTIVITIES
Cash distribution paid to limited partners                                                --                (1,073)
Cash distribution paid to General Partner                                                 --                   (57)
                                                                                  ----------------------------------
      Net cash used in financing activities                                               --                (1,130)
                                                                                  ----------------------------------

Net increase (decrease) in cash and cash equivalents                                     433                (1,340)

Cash and cash equivalents at beginning of period                                       1,958                 2,538
                                                                                  ----------------------------------

Cash and cash equivalents at end of period                                        $    2,391           $     1,198
                                                                                  ==================================























       See accompanying notes to unaudited condensed financial statements.






                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

1.   OPINION OF MANAGEMENT

     In the opinion of the  management of PLM Financial  Services,  Inc. (FSI or
     the  General  Partner),  the  accompanying  unaudited  condensed  financial
     statements  contain all  adjustments  necessary,  consisting  primarily  of
     normal  recurring  accruals,  to  present  fairly the  unaudited  condensed
     financial  position of PLM Equipment Growth Fund II (the Partnership) as of
     March 31, 2002 and December 31, 2001, the unaudited condensed statements of
     operations  for the  three  months  ended  March  31,  2002 and  2001,  the
     unaudited  condensed  statements  of changes in  partners'  capital for the
     period  from  December  31,  2000 to  March  31,  2002,  and the  unaudited
     condensed  statements  of cash flows for the three  months  ended March 31,
     2002 and 2001. Certain  information and note disclosures  normally included
     in financial  statements prepared in accordance with accounting  principles
     generally  accepted in the United States of America have been  condensed or
     omitted from the accompanying  condensed 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,  2001,  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.   CASH DISTRIBUTION

     Cash distributions are recorded when paid and may include amounts in excess
     of net income that are considered a return of capital. For the three months
     ended  March 31,  2002 and 2001,  cash  distributions  totaled  $0 and $1.1
     million,  respectively.  Cash distributions to the limited partners of $1.1
     million  for the three  months  ended March 31,  2001,  were deemed to be a
     return of capital.  In the first quarter of 2002, the  Partnership  did not
     make any cash distributions.

4.   TRANSACTIONS WITH GENERAL PARTNER AND AFFILIATES

     The balance due to affiliates as of March 31, 2002 and December 31, 2001 of
     $36,000  and  $42,000,  respectively,  is a  payable  due  to FSI  and  its
     affiliate for management fees.






                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

5.   EQUIPMENT

     Owned equipment held for operating leases is stated at cost. The components
     of owned equipment were as follows (in thousands of dollars):



                                                March 31,          December 31,
                                                  2002                 2001
                                          --------------------------------------
                                                          
        Trailers                            $    9,388          $     9,404
        Railcars                                 7,181               10,705
        Marine containers                          956                1,010
                                           -------------------------------------
                                                17,525               21,119
        Less accumulated depreciation          (14,886)             (18,146)
                                           -------------------------------------
           Net equipment                    $    2,639          $     2,973
                                           =====================================


     As of March 31,  2002,  all  equipment  was on lease,  except  for 2 marine
     containers  and 38  railcars  with an  aggregate  net  book  value  of $0.2
     million.  As of December 31, 2001,  all equipment was on lease,  except for
     223 railcars and 7 marine  containers  with an aggregate  net book value of
     $0.2 million.

     For the three  months  ended March 31, 2002,  the  Partnership  disposed of
     marine  containers,  railcars and trailers with an aggregate net book value
     of $0.1  million for  proceeds of $1.3 million of which $1.1 was due to the
     Partnership at March 31, 2002 and is included in accounts receivable on the
     accompanying unaudited condensed balance sheet at March 31, 2002.

     During the three months ended March 31, 2001, the  Partnership  disposed of
     marine  containers and railcars with an aggregate net book value of $18,000
     for proceeds of $0.2 million.

6.   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
     For the three months ended           Container   Trailer   Railcar      All
             March 31, 2002                Leasing    Leasing   Leasing     Other (1)   Total
             --------------                -------    -------   -------     -----       -----

     REVENUES
                                                                       
       Lease revenue                       $     --   $    430  $    211   $     --   $   641
       Interest income and other                 --         --        --          7         7
       Gain on disposition of equipment           8          7     1,212         --     1,227
                                          ----------------------------------------------------
         Total revenues                           8        437     1,423          7     1,875
                                          ----------------------------------------------------

     COSTS AND EXPENSES
       Operations support                        --        250        25         16       291
       Depreciation                               1        131       109         --       241
       Management fees to affiliates             --         20        13         --        33
       General and administrative                --         67        25         39       131
     expenses
       Provision for (recovery of) bad           --         25       (46)        --       (21)
     debts
                                          ----------------------------------------------------
         Total costs and expenses                 1        493       126         55       675
                                          ----------------------------------------------------
     Net income (loss)                     $      7   $    (56) $  1,297   $    (48)  $ 1,200
                                          ====================================================

     Total assets as of March 31, 2002     $     28   $  2,796  $  1,429   $  2,452   $ 6,705
                                          ====================================================

(1)  Includes certain assets not identifiable to a particular  segment,  such as
     cash and prepaid  expenses.  Also  includes  interest  income and costs not
     identifiable to a particular  segment,  such as certain  operations support
     and general and administrative expenses.






                          PLM EQUIPMENT GROWTH FUND II
                             (A Limited Partnership)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (unaudited)

6.   OPERATING SEGMENTS (continued)



                                                     Marine
     For the three months ended           Aircraft  Container   Trailer   Railcar      All
              March 31, 2001              Leasing    Leasing    Leasing   Leasing     Other (1)  Total
              --------------              -------    -------    -------   -------     -----      -----

     REVENUES
                                                                             
       Lease revenue                       $    --   $    (21)  $    400  $    351   $     --  $    730
       Interest income and other                --         --         --        --         30        30
       Gain (loss) on disposition of           (10)       168         --         3         --       161
     equipment
                                          --------------------------------------------------------------
         Total revenues                        (10)       147        400       354         30       921
                                          --------------------------------------------------------------

     COSTS AND EXPENSES
       Operations support                       --         --        165       329         61       555
       Depreciation                             --         16        133       151         --       300
       Management fees to affiliates            --         (1)        19        12         --        30
       General and administrative                1          1         51        20        261       334
     expenses
       Provision for bad debts                  --         --          8        32         --        40
                                          --------------------------------------------------------------
         Total costs and expenses                1         16        376       544        322     1,259
                                          --------------------------------------------------------------
     Net income (loss)                     $   (11)  $    131   $     24  $   (190)  $   (292) $   (338)
                                          ==============================================================

(1)  Includes  interest  income  and  costs  not  identifiable  to a  particular
     segment,  such as certain operations support and general and administrative
     expenses.


7.   NET INCOME (LOSS) PER WEIGHTED-AVERAGE DEPOSITORY UNIT

     Net income  (loss) per  weighted-average  depository  unit was  computed by
     dividing  net income  (loss)  attributable  to the limited  partners by the
     weighted-average  number of depository units deemed  outstanding during the
     period. The weighted-average  number of depository units deemed outstanding
     during the three months ended March 31, 2002 and 2001 was 7,381,165.

8.   LIQUIDATION AND SPECIAL DISTRIBUTIONS

     On January 1, 1999, the General Partner began the liquidation  phase of the
     Partnership and commenced an orderly liquidation of the Partnership assets.
     The General Partner is actively marketing the remaining equipment portfolio
     with the intent of maximizing sale proceeds.  During the liquidation  phase
     of the Partnership the equipment will continue to be leased under operating
     leases until sold. 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. Upon final liquidation,  the Partnership will
     be dissolved.

     The Partnership is not permitted to reinvest  proceeds from the disposition
     of equipment.  These proceeds,  in excess of operational cash requirements,
     are  periodically  paid out to  limited  partners  in the  form of  special
     distributions.  No special  distributions were paid in the first quarter of
     2002  and  2001.   The  sales  and   liquidations   occur  because  of  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.

9.   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
     counterclaims against the Partnership in excess of the Partnership's claims
     against the airline. The General Partner



9.   CONTINGENCIES  (continued)

     believes that the airline's counterclaims are completely without merit, and
     the General Partner will defend against such counterclaims.

     During 2001,  the General  Partner has decided to minimize  its  collection
     efforts  from the  India  lessee  in order  to save  the  Partnership  from
     incurring  additional  expenses  associated  with trying to collect  from a
     lessee that has a limited ability to pay.

     The  Partnership  is involved as plaintiff  or  defendant in various  legal
     actions incidental to its business. Management does not believe that any of
     these  actions  will be material to the  financial  condition or results of
     operations of the Partnership.




















                      (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, 2002 and 2001

(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 2002  compared to the same quarter of 2001.  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 6 to the unaudited condensed 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,
                                                     2002             2001
                                                   ---------------------------
                                                            
        Railcars                                 $   186          $     22
        Trailers                                     180               235
        Marine containers                             --               (21)


Railcars:  Railcar  lease  revenues  and direct  expenses  were $0.2 million and
$25,000,  respectively,  for the first quarter of 2002, compared to $0.4 million
and $0.3 million,  respectively,  during the same quarter of 2001. Lease revenue
decreased  $0.1  million  due to the  disposition  of railcars in 2001 and 2002.
Direct expenses  decreased $0.3 million in the first quarter of 2002 compared to
the same  period of 2001 due to fewer  repairs  being  required  for the railcar
portfolio in 2002.

Trailers:  Trailer lease revenues and direct expenses were $0.4 million and $0.3
million,  respectively,  for the first quarter of 2002, compared to $0.4 million
and $0.2 million, respectively,  during the same quarter of 2001. Trailer direct
expenses  increased  $0.1 million in the first  quarter of 2002 compared to 2001
due to increased repair and maintenance costs in 2002.

Marine containers:  Marine container lease revenues were $0 and $(21,000) in the
first  quarter of 2002 and 2001,  respectively.  The  negative  $21,000 of lease
revenues in the first  quarter of 2001  resulted  from actual  lease  revenue in
previous quarters being lower than previously accrued.  The Partnership has been
disposing of marine containers in 2001 and 2002.

(B) Indirect Expenses Related to Owned Equipment Operations

Total indirect  expenses of $0.4 million for the first quarter of 2002 decreased
from  $0.7  million  for the same  period  in 2001.  Significant  variances  are
explained as follows:

     (i) A $0.2 million decrease in general and  administrative  expenses during
the three months ended March 31, 2002 resulted from the reduction in the size of
the Partnership's equipment portfolio over the last twelve months.
     (ii)A $0.1  million  decrease  in  depreciation  expense  from 2001  levels
reflects the effect of asset dispositions in 2002 and 2001.

(C) Net Gain on Disposition of Owned Equipment

Net gain on  disposition  of equipment in the first quarter of 2002 totaled $1.2
million,  and resulted from the disposition of marine  containers,  railcars and
trailers with an aggregate net book value of $0.1 million for aggregate proceeds
of $1.3 million of which $1.1 was due to the  Partnership  at March 31, 2002 and
is included in  accounts  receivable  on the  accompanying  unaudited  condensed
balance  sheet at March 31, 2002.  Net gain on  disposition  of equipment in the
first quarter of 2001 totaled $0.2 million, and resulted from the disposition of
marine containers and railcars, with an aggregate net book value of $18,000, for
aggregate proceeds of $0.2 million. (D) Net Income (Loss)

As a result of the foregoing,  the Partnership's net income was $1.2 million for
the first quarter of 2002, compared to net loss of $0.3 million during the first
quarter of 2001.  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 2002 is not
necessarily indicative of future periods.

(II) CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires the General Partner
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting  period.  On a regular basis,  the General  Partner reviews
these estimates including those related to asset lives and depreciation methods,
impairment  of long-lived  assets,  allowance  for doubtful  accounts,  reserves
related to legally mandated  equipment repairs and contingencies and litigation.
These estimates are based on the General Partner's historical  experience and on
various other  assumptions  believed to be reasonable  under the  circumstances.
Actual results may differ from these estimates  under  different  assumptions or
conditions. The General Partner believes, however, that the estimates, including
those for the  above-listed  items,  are reasonable and that actual results will
not vary significantly from the estimated amounts.

The General Partner believes the following critical  accounting  policies affect
the more  significant  judgments and estimates  used in the  preparation  of the
Partnership's financial statements:

Asset  lives  and  depreciation  methods:  The  Partnership's  primary  business
involves the purchase and  subsequent  lease of  long-lived  transportation  and
related  equipment.  The General Partner has chosen asset lives that it believes
correspond to the economic life of the related  asset.  The General  Partner has
chosen  a  deprecation  method  that it  believes  matches  the  benefit  to the
Partnership from the asset with the associated costs.  These judgments have been
made based on the General Partner's expertise in each equipment segment that the
Partnership  operates. If the asset life and depreciation method chosen does not
reduce the book value of the asset to at least the  potential  future cash flows
from the asset to the Partnership, the Partnership would be required to record a
loss on revaluation. Likewise, if the net book value of the asset was reduced by
an amount greater than the economic value has deteriorated,  the Partnership may
record a gain on sale upon final disposition of the asset.

Impairment of long-lived assets: On a regular basis, the General Partner reviews
the carrying value of its equipment and investments in USPEs to determine if the
carrying value of the assets may not be recoverable in  consideration of current
economic conditions. This requires the General Partner to make estimates related
to  future  cash  flows  from  each  asset as well as the  determination  if the
deterioration  is  temporary  or  permanent.  If these  estimates or the related
assumptions  change in the  future,  the  Partnership  may be required to record
additional impairment charges.

Allowance  for doubtful  accounts:  The  Partnership  maintains  allowances  for
doubtful  accounts for  estimated  losses  resulting  from the  inability of the
lessees to make the lease  payments.  These estimates are primarily based on the
amount of time that has lapsed  since the related  payments  were due as well as
specific  knowledge  related to the ability of the lessees to make the  required
payments.  If the  financial  condition  of the  Partnership's  lessees  were to
deteriorate,  additional  allowances could be required that would reduce income.
Conversely,  if the  financial  condition  of the lessees  were to improve or if
legal  remedies to collect past due amounts were  successful,  the allowance for
doubtful accounts may need to be reduced and income would be increased.

Contingencies  and litigation:  The Partnership is subject to legal  proceedings
involving  ordinary and routine  claims  related to its  business.  The ultimate
legal and financial  liability  with respect to such matters cannot be estimated
with  certainty and requires the use of estimates in recording  liabilities  for
potential litigation settlements.  Estimates for losses from litigation are made
after  consultation  with outside  counsel.  If  estimates  of potential  losses
increase  or the  related  facts and  circumstances  change in the  future,  the
Partnership may be required to record additional litigation expense.




(III) FINANCIAL CONDITION - CAPITAL RESOURCES AND LIQUIDITY

For the three  months  ended March 31,  2002,  the  Partnership  generated  $0.2
million in operating cash.

During the quarter  ended March 31,  2002,  the  Partnership  disposed of marine
containers, railcars and trailers and received proceeds of $0.2 million.

Accounts  receivable  increased $1.0 million during the three months ended March
31,  2002  primarily  due to  $1.1  million  in  receivables  related  to  asset
dispositions  being outstanding on March 31, 2002. A similar  receivable was not
outstanding on December 31, 2001.

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.

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

(IV) OUTLOOK FOR THE FUTURE

Since the Partnership is in its active liquidation phase, the General Partner is
seeking to  selectively  re-lease or sell assets as the existing  leases expire.
Sale decisions may 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  2002  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 2002 and
beyond include:

1.  Railcar  loadings  in North  America  have  weakened  over  the  past  year.
Utilization  and lease  rates have been  decreasing  over this  period.  Railcar
contribution  may decrease in 2002 as existing  leases expire and renewal leases
are negotiated.

2.  Industry-wide  utilization of intermodal  trailers decreased 8% in the first
quarter of 2002  compared  to the first  quarter of 2001.  This has led to lower
contribution from the Partnership's trailers.

3. The Partnership's  fleet of marine containers is in excess of twelve years of
age and is no longer  suitable for use in  international  commerce either due to
its specific physical  condition,  or lessee's  preferences for newer equipment.
Demand for the  Partnership's  marine containers will continue to be weak due to
their age.

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 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 decide 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 unitholders.

(V) FORWARD-LOOKING INFORMATION

Except for  historical  information  contained  herein,  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 2002,  18% 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 lessees'  currency
devalues  against the U.S.  dollar,  the lessees could  encounter  difficulty in
making the U.S. dollar denominated lease payments.




















                      (this space intentionally left blank)





                          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 7, 2002                      By: /s/ Stephen M. Bess
                                           -------------------------------------
                                           President and
                                           Current Chief Accounting Officer