UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549 

_________________________________________ 

FORM 8-K 

CURRENT REPORT 

PURSUANT TO SECTION 13 0R 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 

Date of Report (date of earliest event reported): October 2, 2003 (September 30, 2003) 

Commission File Number: 1-10553 

PLM Equipment Growth Fund II 

(Exact name of registrant as specified in its charter) 

California                          94-3041013 

(State of jurisdiction                (I.R.S. Employer 

of Incorporation)                Identification No.) 

235 3 rd Street South, Suite 200 

St. Petersburg, FL 33701 

(Address of Principal Executive Offices) (Zip Code) 

Registrant’s telephone number, including area code: (727) 803-1800 

Item 5.    Other Events. 

On September 30, 2003, PLM Equipment Growth Fund II (the "Partnership") Partnership completed its liquidation and dissolution pursuant to a Plan of Dissolution and Liquidation (the "Plan"), which provided for the liquidation of the assets of, and the dissolution of, the Partnership. 

In furtherance of the Plan, the Partnership entered into a Liquidating Trust Agreement (the "Liquidating Trust Agreement") with PLM Financial Services, Inc., the General Partner of the Partnership (the "Trustee"), as trustee of the PLM Equipment Growth Fund II Liquidating Trust (the "Liquidating Trust"). As of September 30, 2003, the general and limited partner unitholders of the Partnership received a pro rata beneficial interest in the Liquidating Trust in exchange for such holder’s Partnership units. 

In accordance with the Plan and the Liquidating Trust Agreement, the Partnership has transferred all of its remaining cash and non-cash assets and all of its remaining liabilities to the Liquidating Trust. On September 30, 2003, the Partnership filed a Certificate of Dissolution and a Certificate of Cancellation with the Secretary of State of the State of California. 

Item 7.    Financial Statements and Exhibits. 

(c) Exhibits 

2.1    Plan of Dissolution and Liquidation 

10.2    Liquidating Trust Agreement 

SIGNATURES 

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 hereunto duly authorized. 

PLM Equipment Growth Fund II 

By: PLM Financial Services, Inc., 

its General Partner 

By: _/s/ Richard K Brock

Richard K Brock 

Chief Financial Officer 

Date:    October 2, 2003 

Exhibit Index 

Exhibit 2.1    Plan of Dissolution and Liquidation (filed herewith) 

Exhibit 10.2    Liquidating Trust Agreement (filed herewith) 

PLM EQUIPMENT GROWTH FUND II 8-K