UNITEDSECURITIES STATESAND EXCHANGE COMMISSIONWashington, D.C.  20549

SECURITIES__________ AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

_________________________________________

FORM 8-K 

CURRENT REPORTREPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

PURSUANTDate TOof SECTIONReport 13 0R 15 (d)Date OFof THEearliest SECURITIESevent EXCHANGEreported)  January ACT8, OF2004 1934(December 31, 2003)

DateCommission ofFile ReportNumber (date01-10553 of earliest event reported): October 2, 2003 (September 30, 2003) 

CommissionPLM FileEQUIPMENT Number:GROWTH 1-10553FUND II LIQUIDATING TRUST 

PLM Equipment Growth Fund II

(Exact name of registrant as specified in its charter) 

California 94-3041013

California		94-3041013

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)



235 3 ^rd Street South, Suite 200
St Petersburg, FL		33701
(Address of principal executive offices)		(Zip Code)

~~(State~~Registrant's oftelephone ~~jurisdiction (I.R.S.~~number, ~~Employer~~including area code: (727) 803-1800

ofItem Incorporation)                Identification No2.) Acquisition or Disposition of Assets 

235On 3December rd31, Street2003, SouthPLM Equipment Growth Fund II Liquidating Trust (the "Trust") sold its trailer equipment portfolio to Cypress Equipment Fund V, SuiteLLC, 200an unaffiliated third party, for cash proceeds of approximately $1.3 million. 

StThe Trust is actively marketing its remaining equipment portfolio which consists of 241 railcars. PetersburgA final distribution will be made to the beneficiaries of the Trust once all assets are liquidated, FLall 33701liabilities have been paid and all legal matters are settled. 

(Address  Item of7.   Financial PrincipalStatements, ExecutivePro Offices)Forma (ZipFinancial Code)Information and Exhibits. 

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

Item 516.    Other1 EventsPurchase Agreement dated as of December 31, 2003 among PLM Transportation Equipment Corporation and PLM Financial Services Inc. not in its individual capacity but solely as liquidating trustee for the Trust and Cypress Equipment Fund V, LLC 

OnSIGNATURE 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          Pursuant furtheranceto of the Plan,requirements theof Partnership entered into a Liquidating Trust Agreement (the "LiquidatingSecurities TrustExchange Agreement")Act with PLM Financial Services, Inc., the General Partner of the Partnership (the "Trustee")1934, as trustee of the PLM Equipment Growth Fund II Liquidating Trust (the "Liquidating Trust"). As of September 30amended, 2003, the generalregistrant andhas limitedduly partnercaused unitholdersthis ofreport theto Partnershipbe receivedsigned aon proits ratabehalf beneficialby interest in the Liquidatingundersigned Trustthereunto induly exchange for such holder’s Partnership unitsauthorized. 

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.

		PLM EQUIPMENT GROWTH FUND II LIQUIDATING TRUST

Date: January 8, 2003	By:	/s/ Richard K Brock ___________________
		Richard K Brock Chief Financial Officer

Item 7. Financial Statements and 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)

Filing Compare · PLM EQUIPMENT GROWTH FUND II