UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 8-K __________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): December 30, 1997 ___________________ Commission File No. 33-2794 ___________________ POLARIS AIRCRAFT INCOME FUND II, A California Limited Partnership State of Organization: California IRS Employer Identification No. 94-2985086 201 Mission Street, 27th Floor, San Francisco, California 94105 Telephone - (415) 284-7400 This document consists of 3 pages. Item 5. Other Events. Prepayment of Promissory Note On December 30, 1997, Polaris Aircraft Income Fund II, (the "Partnership") received $12,290,168 from Triton Aviation Services II LLC ("Triton") as prepayment in full of its outstanding note receivable and interest earned by the Partnership to December 30, 1997. As soon as practicable, Polaris Investment Management Corporation (the "General Partner") will evaluate the Partnership's anticipated expenses and contingencies to determine an appropriate level of cash reserves to be retained by the Partnership and the timing for distribution of all or a portion of the Triton prepayment proceeds. The Partnership anticipates making a special distribution to partners by February 28, 1998. 2 SIGNATURE 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 thereunto duly authorized. POLARIS AIRCRAFT INCOME FUND II (Registrant) By: Polaris Investment Management Corporation, General Partner December 31, 1997 By: /S/Marc A. Meiches - ------------------------- ------------------ Marc A. Meiches Chief Financial Officer (principal financial officer and principal accounting officer of Polaris Investment Management Corporation, General Partner of the Registrant) 3