SEC 1344
(2-2002)       Persons who potentially are to respond to the collection of
Previous       information contained in this form are not required to respond
versions       unless the form displays a currently valid OMB control number.
obsolete

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                                                         SEC FILE NUMBER 33-2794
                                                                    CUSIP NUMBER


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):      Form 10-K         Form 20-F         Form 11-K     X  Form 10-Q
             ----              ----              ----              ---
                 Form N-SAR
             ----
For Period Ended:  June 30, 2002
                 -----------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
                                ---------------------------

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

      Nothing in this form shall be construed to imply that the Commission
                 has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

Polaris Aircraft Income Fund II, A California Limited Partnership
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Full Name of Registrant


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Former Name if Applicable

201 High Ridge Road
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Address of Principal Executive Office (Street and Number)

Stamford, Connecticut, 06927
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City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)



                 (a) The reasons  described in reasonable  detail in Part III of
                 this form could not be eliminated without  unreasonable  effort
                 or expense;
                 (b) The subject annual report,  semi-annual report,  transition
                 report on Form 10-K,  Form 20-F,11-K or Form N-SAR,  or portion
 X               thereof,  will be filed on or before the fifteenth calendar day
- ---              following the  prescribed  due date;  or the subject  quarterly
                 report of transition  report on Form 10-Q,  or portion  thereof
                 will be filed on or before the fifth calendar day following the
                 prescribed due date; and
                 (c) The  accountant's  statement or other  exhibit  required by
                 Rule  12b-25(c)  has been attached if  applicable.

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report portion thereof,  could not be filed within the
prescribed time period.

The  Registrant  has been unable to obtain  access to documents in possession of
Arthur Andersen,  the previous Certifying  Accountant,  in order to provide such
documents to Ernst & Young,  the Registrant's  new Certifying  Accountant.  As a
result,  Ernst & Young is unable to complete  their timely  quarterly  review in
accordance with Statements of Auditing Standards No. 71.

PART IV-- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

             Karen Gulliver               203               961-2176
             --------------               ---               --------
                (Name)                 (Area Code)      (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s).  X  Yes     No
                    ---     ---
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(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?
    Yes  X  No
- ---     ---

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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        Polaris Aircraft Income Fund II, A California Limited Partnership
        -----------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date:  August 14, 2002     By:  /s/ STEPHEN E. YOST
     -------------------        -------------------
                                Stephen E. Yost