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, 1995.

     [ ]    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 33-32258
                            -----------------------


                          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 900, 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 ______

    Indicate the number of units  outstanding of each of the issuer's classes of
partnership units, as of the latest practicable date:

                          Class                  Outstanding at August 7, 1995
  Limited Partnership Depositary Units                     7,439,005
  General Partnership Units                                        1






                          PLM EQUIPMENT GROWTH FUND II
                            (A Limited Partnership)

                                 BALANCE SHEETS
                           (in thousands of dollars)

                                     ASSETS



                                                                                June 30,           December 31,
                                                                                 1995                 1994

                                                                                                    
  Equipment held for operating leases                                         $  116,154           $  128,784
  Less accumulated depreciation                                                  (71,688)             (74,672)
                                                                                  44,466               54,112
  Equipment held for sale                                                          1,918                   --
    Net equipment                                                                 46,384               54,112

  Cash and cash equivalents                                                        7,179               12,348
  Restricted cash                                                                    296                  296
  Accounts receivable, less allowance for
    doubtful accounts of $665 in 1995 and $427 in 1994                             2,255                2,258
  Deferred charges, net of accumulated amortization of
    $1,454 in 1995 and $1,798 in 1994                                                323                  385
  Prepaid expenses and other assets                                                   20                   86

  Total assets                                                                $   56,457           $   69,485


                    LIABILITIES AND PARTNERS' CAPITAL


  Liabilities:

  Accounts payable and accrued expenses                                       $    1,047           $      867
  Due to affiliates                                                                  364                  236
  Note payable                                                                    28,000               35,000
  Prepaid deposits and reserve for repairs                                         2,512                3,229
    Total liabilities                                                             31,923               39,332

  Partners' capital  (deficit):

  Limited Partners (7,439,005 and 7,472,705 Depositary Units,
    including 1,150 Depositary Units held in the
    Treasury at June 30, 1995 and December 31, 1994)                              25,293               30,850
  General Partner                                                                  (759)                 (697)
    Total partners' capital                                                       24,534               30,153

  Total liabilities and partners' capital                                     $   56,457           $   69,485



                      See accompanying notes to financial
                                  statements.






                          PLM EQUIPMENT GROWTH FUND II
                            (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
               (In thousands of dollars except per unit amounts)




                                                      For the three months                  For the six months
                                                         ended June 30,                       ended June 30,
                                                         1995         1994                1995            1994

                                                                                                 
  Revenues:

    Lease revenue                                   $   4,407      $   6,112           $   8,938       $  12,281
    Interest and other income                             104            242                 249             355
    Net gain  on disposition of equipment                 804             59                 854             640
        Total revenues                                  5,315          6,413              10,041          13,276

  Expenses:

    Depreciation and amortization                       1,985          2,764               4,330           5,521
    Management fees to affiliate                          196            312                 434             611
    Interest expense                                      555            824               1,267           1,374
    Insurance expense to affiliate                         --            168                  87             105
    Other insurance expense                                78            291                  95             346
    Repairs and maintenance                               848          1,259               1,401           2,580
    Marine equipment operating expenses                   179          1,063                 145           1,854
    General and administrative
      expenses to affiliates                              231            158                 462             338
    Other general and administrative expenses             327            368                 638             546
    Bad debt expense                                      233             22                 251              51
        Total expenses                                  4,632          7,229               9,110          13,326

  Net income (loss)                                 $     683      $    (816)          $     931       $     (50)

  Partners' share of net income (loss):

    Limited Partners                                $     614      $  (1,021)          $     679       $    (412)
    General Partner                                        69            205                 252             362

          Total                                     $     683      $    (816)          $     931       $     (50)

  Net  income  (loss)  per  Depositary  Unit  
    (7,439,005  and  7,472,705  Units,
    including 1,150 Units held in Treasury 
    respectively, at June 30, 1995 and 1994)        $    0.08      $   (0.14)          $    0.09       $   (0.05)

  Cash distributions                                $   3,138      $   3,155           $   6,284       $   6,310

  Cash distributions per Depositary Unit            $    0.40      $    0.40           $    0.80       $    0.80



                      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, 1993 to June 30, 1995
                           (in thousands of dollars)





                                                                  Limited            General
                                                                 Partners            Partner              Total

                                                                                                     
  Partners' capital (deficit) at December 31, 1993              $   43,894         $  (1,032)          $   42,862

  Net income (loss)                                                   (899)              966                   67

  Cash distributions                                               (11,989)             (631)             (12,620)

  Repurchase of Depositary Units                                      (156)               --                 (156)

  Partners' capital (deficit) at December  31, 1994                 30,850              (697)              30,153

  Net income                                                           679               252                  931

  Cash distributions                                                (5,970)             (314)              (6,284)

  Repurchase of Depositary Units                                      (266)               --                 (266)

  Partners' capital (deficit) at June 30, 1995                  $   25,293         $    (759)          $   24,534




                      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,
                                                              1995       1994

Operating activities:
  Net income (loss)                                        $    931    $    (50)
  Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
      Net gain on disposition of equipment                     (854)       (640)
      Write-off of unamortized loan origination costs ..       --           305
      Depreciation and amortization                           4,330       5,521
      Changes in operating assets and liabilities:
        Accounts receivable, net                                  2         468
        Due to affiliate                                        128        (169)
        Prepaid expenses and other assets                        66          46
        Accounts payable and accrued expenses                   165        (703)
        Accrued drydock expenses                                271        --
        Prepaid deposits and reserve for repairs               (717)      1,724
Cash provided by operating activities                         4,322       6,502

Investing activities:
  Proceeds from disposition of equipment                      4,070       1,883
  Payments for purchase of equipment                           --          (501)
  Payments for capital improvements                             (11)       (710)
  Decrease in restricted cash                                  --         7,582
Cash provided by investing activities                         4,059       8,254

Financing activities:
  Proceeds from note payable                                   --        35,000
  Principal payments on notes payable                        (7,000)    (35,000)
  Cash distributions paid to partners                        (6,284)     (6,310)
  Payments of debt issuance costs                              --          (236)
  Repurchase of Depositary Units                               (266)       --
Cash used in financing activities                           (13,550)     (6,546)

Cash and cash equivalents:
Net (decrease) increase in cash and cash equivalents         (5,169)      8,210

Cash and cash equivalents at beginning of period             12,348       5,996

Cash and cash equivalents at end of period                 $  7,179    $ 14,206

Supplemental information:
  Interest paid                                            $  1,261    $  1,069



                      See accompanying notes to financial
                                  statements.






                          PLM EQUIPMENT GROWTH FUND II
                            (A Limited Partnership)
                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 1995



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, 1995,  the  statements of operations for the three and six months ended
June 30, 1995 and 1994, the  statements of changes in partners'  capital and the
statements  of cash  flows  for the six  months  ended  June 30,  1995 and 1994.
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted from the accompanying  financial statements.  For
further  information,  reference should be made to the financial  statements and
notes thereto included in the  Partnership's  Annual Report on Form 10-K for the
year ended December 31, 1994, on file at the Securities and Exchange Commission.

2.   Cash Distribution

Cash  distributions are recorded when paid and totaled $6,284,000 and $3,138,000
for  the  six  and  three  months  ended  June  30,  1995,  respectively.   Cash
distributions to unitholders in excess of net income are considered to represent
a return of  capital.  Cash  distributions  to  unitholders  of  $5,291,000  and
$5,994,000 for the six months ended June 30, 1995, and 1994, respectively,  were
deemed to be a return of capital.

Cash  distributions  of $2,976,000  ($0.40 per Depositary Unit) were declared on
July 14, 1995,  and are to be paid on August 15,  1995,  to the  unitholders  of
record as of June 30, 1995.

3.   Repurchase of Depositary Units

On December 28, 1992, the  Partnership  engaged in a program to repurchase up to
200,000 Depositary Units. In the six months ended June 30, 1995, the Partnership
had purchased and canceled 33,700 Depositary Units at a cost of $0.3 million. As
of June 30, 1995, the Partnership had cumulatively repurchased 60,600 Depositary
Units at a cost of $0.6 million.

4.   Equipment

Equipment held for operating  leases is stated at cost.  Equipment held for sale
is stated at the lower of the  equipment's  depreciated  cost or net  realizable
value and is subject to a pending contract for sale.








                          PLM EQUIPMENT GROWTH FUND II
                            (A Limited Partnership)
                         NOTES TO FINANCIAL STATEMENTS
                                 June 30, 1995



4.   Equipment (continued)

The components of equipment are as follows (in thousands):

                                                 June 30,        December 31,
                                                  1995              1994
  Equipment held for operating leases:
  Rail equipment                               $   19,747        $   19,749
  Marine containers                                14,841            17,939
  Marine vessels                                       --             4,702
  Aircraft                                         45,947            50,644
  Trailers and tractors                            22,961            23,092
  Mobile offshore drilling unit                    12,658            12,658
                                                  116,154           128,784
  Less accumulated depreciation                   (71,688)          (74,672)
                                                   44,466            54,112
  Equipment held for sale                           1,918                --
  Net equipment                                $   46,384        $   54,112

Revenues are earned by placing the equipment  under  operating  leases which are
generally  billed  monthly or  quarterly.  The  Partnership's  marine vessel and
certain of its marine  containers  are leased to operators  of  utilization-type
leasing pools which include  equipment  owned by unaffiliated  parties.  In such
instances revenues received by the Partnership consist of a specified percentage
of revenues  generated by leasing the equipment to sublessees,  after  deducting
certain direct operating  expenses of the pooled  equipment.  Rents for railcars
are based on mileage traveled or a fixed rate; rents for all other equipment are
based on fixed rates.

As of June 30, 1995, all equipment in the Partnership's  portfolio was either on
lease or operating  in  PLM-affiliated  short-term  trailer  rental  facilities,
except for 218 marine  containers and four  railcars.  With the exception of 266
marine  containers and one tractor,  all equipment in the Partnership  portfolio
was either on lease or  operating in  PLM-affiliate  short-term  trailer  rental
facilities at December 31, 1994.  The aggregate  carrying value of equipment off
lease was  $868,000  and  $1,136,000  at June 30, 1995 and  December  31,  1994,
respectively.

During the six months ended June 30, 1995, the  Partnership  sold or disposed of
its 50% interest in a DC-9 aircraft, 140 marine containers,  eight trailers, one
tractor, one railcar, and its 50% interest in a marine vessel, with an aggregate
net book value of $3.5 million, and unused drydock reserves of $0.3 million, for
proceeds  of  $4.1  million.  For  the six  months  ended  June  30,  1994,  the
Partnership sold or disposed of 189 marine containers,  and 262 trailers with an
aggregate net book value of $1.3 million, for proceeds of $1.9 million.

5.   Notes Payable

On March 31, 1995, the Partnership  prepaid  $7,000,000 of the outstanding  note
payable of $35 million.  This payment was applied to the principal  payments due
March 31, 1996 and 1997.

6.   Subsequent Event

In July 1995, the Partnership sold 1,959 marine containers with a net book value
of $1.9 million for proceeds of $2.4  million.  This group of marine  containers
was classified as equipment held for sale at June 30, 1995.





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

Liquidity and Capital Resources


(A)  Results of  Operations  -For the six months  ending  June 30, 1995 and 1994
     Summary

The  Partnership's  operating  income  before  depreciation,  amortization,  and
gain/loss on sales declined by  approximately 9% in the first six months of 1995
from the same period in 1994. This decline is attributable primarily to:

- sales or liquidations  of equipment  subsequent to the second quarter of 1994,
as the  Partnership  sold its 12.5% interest in a rig in December 1994, sold two
marine  vessels in  September of 1994,  sold its 50% interest in another  marine
vessel in May of 1995,  sold its 50%  interest  in a DC-9  aircraft  in April of
1995, sold 9 trailers and a tractor, and realized the liquidation or disposal of
approximately 469 marine containers in the 12 month period ended June 30, 1995;

- a 60%  reduction  in lease rate for one of the  Partnership's  aircraft as its
lease was renegotiated in the third quarter of 1994, a reduction in contribution
from  aircraft in the first  quarter of 1995 as one aircraft  came  off-lease in
January while another was off-lease undergoing  maintenance,  and a reduction of
31% in daily lease rate for the rig in which the Partnership owns a 55% interest
effective January 30, 1995;

     The Partnership  purchased 636 trailers in the third and fourth quarters of
1994,  and 1,959  containers  between the first and third  quarters of 1994. The
lessee  of the  containers  encountered  financial  difficulties  in the  fourth
quarter of 1994,  resulting in the  establishment  of reserves  against  accrued
revenues  in the  first  six  months of 1995.  Contributions  realized  from the
trailers purchased in 1994 partially offset declining performance resulting from
the events described above.

(B)  Financial Condition - Capital Resources, Liquidity, and Distributions

The General Partner purchased the Partnership's initial equipment portfolio with
capital raised from its initial equity offering and permanent debt financing. No
further  capital  contributions  from original  partners are permitted under the
terms  of  the   Partnership's   Limited   Partnership   Agreement.   While  the
Partnership's total outstanding indebtedness,  currently $28.0 million, can only
be increased up to a maximum of $35 million subject to specific covenants in the
existing debt agreement.  The Partnership  relies on operating cash flow to meet
its operating obligations, make cash distributions to partners, and increase the
Partnership's equipment portfolio with any remaining surplus cash available.

     During  the six months  ended  June 30,  1995,  the  Partnership  used $7.0
million in proceeds from sales of equipment and other cash on hand to prepay the
first  annual  principal  installment  of the loan due  March 31,  1996,  and to
partially repay the second annual installment due March 31, 1997.

     For  the  six  months  ended  June  30,  1995,  the  Partnership  generated
sufficient  operating  revenues  to meet  its  operating  obligations,  but used
undistributed available cash from prior periods of approximately $1.9 million to
maintain the current level of distributions  (total 1995 of $6.3 million) to the
partners.

(C)  Depositary Unit Repurchase Plan

On December 28, 1992, the  Partnership  engaged in a program to repurchase up to
200,000 Depositary Units. In the six months ended June 30, 1995, the Partnership
had purchased and canceled 33,700 Depositary Units at a cost of $0.3 million. As
of June 30, 1995, the Partnership had cumulatively repurchased 60,600 Depositary
Units at a cost of $0.6 million.






Comparison  of the  Partnership's  Operating  Results for the Three Months Ended
June 30, 1995 and 1994

(A)  Revenues

Total  revenues of $5.3 million for the quarter  ended June 30,  1995,  declined
from $6.4 million for the same period in 1994. This decrease resulted  primarily
from lower lease revenue  offset by a larger gain in the second  quarter of 1995
when compared to the same period in 1994.

(1) Lease revenues decreased to $4.4 million in the quarter ended June 30, 1995,
from $6.1 million in the same period in 1994.  The  following  table lists lease
revenues earned by equipment type:


                                                     For the three months
                                                         ended June 30,
                                                    1995              1994

  Trailers and tractors                        $    1,286        $      770
  Rail equipment                                    1,252             1,308
  Aircraft                                            940             1,366
  Marine containers                                   457               406
  Mobile offshore drilling units                      338               625
  Marine vessels                                      134             1,637
                                               ----------        ----------
                                               $    4,407        $    6,112


Significant revenue component changes from quarter to quarter resulted primarily
from:

     (a) declines of $1.5 million in marine  vessel  revenues due to the sale of
two marine  vessels  during the third  quarter of 1994,  and a 50%  interest  in
another  marine  vessel in the  second  quarter  of 1995,  which  were on voyage
charters  or  utilization-based  pooling  arrangements  during the first half of
1994;

     (b)  declines of $0.4  million in  aircraft  revenue due to the sale of the
Partnership's 50% interest in a DC-9 aircraft during the second quarter of 1995,
and a lower re-lease rate on another aircraft;

     (c) a decrease of $0.3  million in mobile  offshore  drilling  unit ("rig")
revenue  due to the sale of one rig in the fourth  quarter of 1994,  and a lower
re-lease rate on another rig;

     (d) an increase of $0.5  million in trailer and tractor  revenue due to the
purchase of 649 trailers in the third and fourth quarters of 1994.

(2) Interest and other income  decreased to $0.1 million due  primarily to lower
cash balances  available for  investment,  offset slightly by an increase in the
interest rate earned on cash equivalents.

(3) Net gain on  disposition  of  equipment  during the  second  quarter of 1995
totaled $0.8 million from the sale or disposal of the Partnership's 50% interest
in a DC-9 aircraft,  eight  trailers,  one tractor,  79 marine  containers,  one
railcar, and the Partnership's 50% interest in a marine vessel with an aggregate
net book value of $3.4 million, and unused drydock reserves of $0.3 million, for
proceeds  of $4.0  million.  During  the same  period  in 1994,  the net gain on
disposition  of equipment  was $59,000 from the sale or disposal of one trailer,
and 94 marine  containers  with an  aggregate  net book value of  $139,000,  for
proceeds of $198,000.

(B)  Expenses

Total  expenses for the quarter  ended June 30, 1995,  decreased to $4.6 million
from $7.2 million for the same period in 1994. The decrease in 1995 expenses was
primarily  attributable  to decreases  in marine  equipment  operating  expense,
depreciation  expense,  repairs and maintenance,  insurance expense and interest
expense.

(1) Direct operating  expenses  (defined as repairs and  maintenance,  insurance
expenses, and marine




operating  expenses)  decreased to $1.1  million in the second  quarter of 1995,
from $2.8 million in the same period in 1994. This decrease resulted from:

     (a) decreases of $0.9 million in marine equipment  operating expense due to
the  sale  of  two  marine  vessels  in  the  third  quarter  of  1994  and  the
Partnership's  50% interest in another  marine  vessel in the second  quarter of
1995;

     (b)  decreases of $0.4 million in repairs and  maintenance  costs from 1994
levels resulted from the sale of two marine vessels in the third quarter of 1994
and a 50% interest in another marine vessel in the second quarter of 1995. These
declines were offset slightly by increases in aircraft  expenses  resulting from
the refurbishment of an aircraft prior to being re-leased;

     (c) decreases of $0.4 million in insurance  expenses resulted from the sale
of two marine  vessels in the third  quarter of 1994 and the  partnership's  50%
interest in another marine vessel in the second quarter of 1995.

(2) Indirect  operating  expenses (defined as depreciation  expense,  management
fees,  interest  expense,  general  and  administrative  expenses,  and bad debt
expense)  decreased  to $3.5  million  in the  second  quarter of 1995 from $4.4
million in the same period in 1994. This decrease resulted from:

     (a) decreases of $0.8 million in depreciation and amortization expense from
1994 levels, reflecting the Partnership's  double-declining  depreciation method
and the effect of asset sales in 1994 and 1995, offset, in part, by the purchase
of equipment during the later part of 1994;

     (b)  decreases  of $0.2  million in interest  expense due to a write-off in
1994 of unamortized loan origination costs resulting from the refinancing of the
Partnership's debt in 1994;

     (c) decreases of $0.1 million in management fees to affiliates,  reflecting
the lower levels of lease revenues in 1995 as compared to 1994;

     (d)  increases  of $0.2  million  in bad debt  expense  due to the  General
Partner's  evaluation of the  collectibility of receivables due from an aircraft
lessee and a container lessee that encountered financial difficulties.

(C)  Net Income (Loss)

The  Partnership's  net income of $0.7  million  for the second  quarter of 1995
increased  from a net loss of $0.8  million  in the  same  period  of 1994.  The
Partnership's  ability to acquire,  operate, or liquidate assets, secure leases,
and  re-lease  those  assets  whose  leases  expire  during the  duration of the
Partnership is subject to many factors and the Partnership's  performance in the
second  quarter 1995 is not  necessarily  indicative of future  periods.  In the
second quarter 1995,  the  Partnership  distributed  $3.0 million to the Limited
Partners, or $0.40 per Depositary Unit.

Comparison of the Partnership's  Operating Results for the Six Months Ended June
30, 1995 and 1994

(A)  Revenues

Total revenues of $10.0 million for the six months ended June 30, 1995, declined
from $13.3 million for the same period in 1994. This decrease resulted primarily
from lower lease revenue.






(1) Lease  revenues  decreased  to $8.9 million in the six months ended June 30,
1995 from $12.3 million in the same quarter of 1994.  The following  table lists
lease revenues earned by equipment type:


                                                    For the six months
                                                      ended June 30,
                                                  1995             1994

  Trailers and tractors                        $  2,689        $   1,691
  Rail equipment                                  2,395            2,417
  Aircraft                                        1,815            2,600
  Marine containers                                 914              874
  Mobile offshore drilling units                    720            1,209
  Marine vessels                                    405            3,490
                                               --------        ---------
                                               $  8,938        $  12,281

Significant revenue component changes from quarter to quarter resulted primarily
from:

     (a) declines of $3.1 million in marine  vessel  revenues due to the sale of
two marine  vessels  in the third  quarter of 1994,  and the  Partnership's  50%
interest in another marine vessel in the second  quarter of 1995,  which were on
voyage charters or  utilization-based  pooling arrangements during the first six
months of 1994;

     (b)  declines of $0.8  million in  aircraft  revenue due to the sale of the
Partnership's 50% interest in a DC-9 aircraft during the second quarter of 1995,
and a lower re-lease rate on another aircraft;

     (c) a decrease of $0.5  million in mobile  offshore  drilling  unit ("rig")
revenue  due to the sale of one rig in the  fourth  quarter  of 1994 and a lower
re-lease rate on another rig;

     (d) an increase of $1.0  million in trailer and tractor  revenue due to the
purchase of 649  trailers in the third and fourth  quarters of 1994,  offsetting
revenues earned by trailers sold at the end of March 1994.

(2) Interest and other income  decreased to $0.1 million due  primarily to lower
cash balances  available for  investment,  offset slightly by an increase in the
interest rate earned on cash equivalents.

(3) Net gain on  disposition  of equipment  during the six months ended June 30,
1994,  totaled $0.8 million from the sale or disposal of the  Partnership's  50%
interest in a DC-9 aircraft, eight trailers, one tractor, 140 marine containers,
one  railcar,  and the  Partnership's  50%  interest in a marine  vessel with an
aggregate net book value of $3.5 million,  and unused  drydock  reserves of $0.3
million,  for proceeds of $4.1 million. Net gain or disposition of equipment for
the same period in 1994  totaled  $0.6  million from the sale or disposal of 262
trailers  and 189 marine  containers  with an  aggregate  net book value of $1.2
million,  for  proceeds  of  $1.9  million  (See  Footnote  5 to  the  Financial
Statements).

(B)  Expenses

Total expenses for the six months ended June 30, 1995, decreased to $9.1 million
from $13.3  million for the same period in 1994.  The decrease in 1995  expenses
was primarily  attributable to decreases in depreciation expense,  marine vessel
operating expenses, and repairs and maintenance.

(1) Direct operating  expenses  (defined as repairs and  maintenance,  insurance
expenses,  and marine operating  expenses) decreased to $1.7 million for the six
months ended June 30, 1995,  from $4.9 million in the same period of 1994.  This
decrease resulted from:

     (a)  decreases  of $1.7  million  in  marine  equipment  operating  expense
resulted from the sale of two marine  vessels in the third quarter of 1994,  and
the Partnership's 50% interest in another marine vessel in the second quarter of
1995;

     (b)  decreases of $1.2 million in repairs and  maintenance  costs from 1994
levels  resulted  from the sale of two marine  vessels  in the third  quarter of
1994, and a 50% interest in another marine vessel in the second quarter of 1995.
These declines were offset slightly by increases in aircraft expenses  resulting
from the refurbishment of an aircraft prior to being re-leased;

     (c) decreases of $0.3 million in all insurance  expenses  resulted from the
sale of two marine  vessels  in the third  quarter of 1994.  This  decrease  was
offset by an increase of a $0.2 million  refund in 1994,  from an insurance pool
in which  the  Partnership's  marine  vessels  participate,  due to  lower  than
expected  insurance  claims in the pool.  A similar  refund was not  received in
1995.

(2) Indirect  operating  expenses (defined as depreciation  expense,  management
fees,  interest  expense,  general  and  administrative  expenses,  and bad debt
expense)  decreased to $7.4 million for the six months ended June 30, 1995, from
$8.4 million in the same period of 1994. This decrease resulted primarily from:

     (a)  decreases  of $1.2 million in  depreciation  expense from 1994 levels,
reflecting the Partnership's  double-declining  balance  depreciation method and
the effect of asset sales in 1994 and 1995,  partially offset by the purchase of
equipment during the later part of 1994;

     (b) decreases of $0.2 million in management fees to affiliates,  reflecting
the lower levels of lease revenues in 1995 as compared to 1994;

     (c)  decreases  of $0.1  million in interest  expense  from a $0.3  million
write-off in 1994 of unamortized loan  origination  costs due to the refinancing
of the  Partnership's  debt in 1994,  offset by a $0.2 million increase due to a
higher base rate of interest charged on the Partnership's floating rate debt;

     (d) increases of $0.2 million in general and  administrative  expenses from
1994 levels  resulting from the increased  administrative  costs associated with
the short-term rental facilities due to an additional 636 trailers now operating
in the  facilities  in the first six  months of 1995 when  compared  to the same
period in 1994;

     (e)  increases  of $0.2  million  in bad debt  expense  due to the  General
Partner's  evaluation of the  collectibility of receivables due from a container
lessee that encountered financial difficulties.

(C)  Net Income (loss)

The  Partnership's  net income of $0.9 million for the six months ended June 30,
1995,  increased  from a net loss of $50,000  for the same  period in 1994.  The
Partnership's  ability to acquire,  operate, or liquidate assets, secure leases,
and  re-lease  those  assets  whose  leases  expire  during the  duration of the
Partnership is subject to many factors and the Partnership's performance for the
six months ended June 30, 1995 is not necessarily  indicative of future periods.
In the six months ended June 30, 1994 , the Partnership distributed $6.0 million
to the Limited Partners, or $0.80 per Depositary Unit.

Trends

Generally,  Partnership performance continues to be sensitive to trends in those
industry  segments  in which the  Partnership  equipment  is either  subject  to
frequent re-leasing  activity,  or is impacted by changing demand for particular
Partnership equipment.  In the former case, the Partnership's trailers have been
subject to softening demand,  particularly for refrigerated over-the-road units;
and its  rigs  and  vessels  have  been  subject  to  relatively  low  rates  in
essentially static markets. In the latter case, the Partnership's 10-12 year old
containers  (the  majority of its container  portfolio)  are being retired at an
increased rate as container  manufacturers step up deliveries of new containers;
while  demand for the  Partnership's  older  Stage II  aircraft  and engines has
declined  in the U.S.  market,  leading the General  Partner to  re-market  such
equipment abroad. Currently,  demand for Partnership equipment remains strong in
the rail and over-the-road dry van areas.

     The General Partner monitors these equipment  markets.  In those markets in
which the cyclical nature of demand has short-to  intermediate-term  impact, the
General Partner  expects that  partnership  performance  will be subject to such
market fluctuations and will vary accordingly.  In those markets in which demand
for  Partnership  equipment has dropped for  unacceptable  lengths of time,  the
General Partner takes appropriate action to reduce the Partnership's exposure to
such events.

     The  Partnership  intends to use excess cash flow, if any, after payment of
expenses,  loan principal and cash distributions to acquire additional equipment
through the end of its planned  reinvestment  period,  which ends  December  31,
1995.






                          PART II - OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

              (a) Exhibits

                  None.

              (b) Reports on Form 8-K

                  None.





                                                       -13-
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 7, 1995                      By:  /s/ David J. Davis
                                                ------------------
                                                David J. Davis
                                                Vice President and
                                                Corporate Controller