~~SECURITIES~~UNITED ~~AND EXCHANGE COMMISSIONWashington, D.C. 20549~~STATES

~~__________~~SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT ~~REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934~~REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)

~~August~~December 6, 2004 (~~August~~December 46, 2004)

Commission ~~File~~file ~~Number~~number 011-10553

_______________________

PLM EQUIPMENT GROWTH FUND II LIQUIDATING TRUST

(Exact name of registrant as specified in its charter)

California	94-3041013
(State or other jurisdiction of	(I.R.S. Employer
(state or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
200 Nyala Farms Road
200 Nyala Farms
Westport CT	06880
(Address of principal executive offices)	(Zip Code)
(Address of prinicpal executive offices)	(Zip code)

Registrant's telephone number, including area code: (203)-341-0555

~~Item 2. Acquisition or Disposition of Assets~~_______________________

OnItem August 4, 2004, PLM Equipment Growth Fund II Liquidating Trust (the “Trust”) along with PLM Equipment Growth Fund Liquidating Trust and PLM Equipment Growth Fund IV Liquidating Trust (collectively “the Trusts”) sold a portfolio of railcars for a total for approximately $8.801 Other ~~million to Cypress Tankcar Leasing III (“Cypress”), an unaffiliated third party~~Events. The purchase and sale agreement also provided for a payment by Cypress of approximately $1.5 million in consideration of MILPI Holdings LLC, (“MILPI” or the “Guarantor”), the parent company of PLM Financial Services, Inc. (the “Trustee”), in consideration of MILPI delivering a Guarantee of certain obligations of the Trusts relating to the transaction.

~~The~~Except ~~Trustee~~as ~~marketed~~described ~~this~~herein, ~~portfolio~~PLM ofEquipment ~~railcars~~Growth ~~for~~Fund ~~sale~~II ~~over~~Liquidating ~~the~~Trust last year which included supplying information to twelve different unaffiliated parties known to invest in rail equipment. Cypress’s original offer was for $10.5 million and included a requirement that MILPI guaranty certain obligations of (the ~~Trusts.~~“Liquidating ~~The~~Trust”) ~~Trustee~~has ~~communicated~~now toliquidated ~~Cypress~~all ~~that as MILPI was not the owner~~ of ~~the~~its ~~equipment~~assets, itpaid ~~was~~all ~~not~~of ~~prepared~~its toknown ~~provide~~liabilities ~~the guaranty,~~ and itsettled ~~therefore~~all ~~requested~~of ~~Cypress to resubmit~~ its ~~offer.~~outstanding ~~Cypress’ resubmitted offer for the railcars was $9~~litigation.0 ~~million~~As ~~(subject~~a toresult, ~~certain adjustments). It also separately offered to pay MILPI $1.5 million for~~ the ~~guaranty~~Liquidating ~~(subject~~Trust tohas ~~certain~~declared ~~adjustments).~~and ~~The~~paid ~~resubmitted~~a ~~offer~~final ~~for~~cash ~~the~~distribution ~~railcars~~on ~~owned~~December ~~by the Trusts was not conditioned upon MILPI accepting the offer for the guaranty. The Trustee received two other offers for the railcars~~6, ~~both~~2004 of ~~which~~approximately ~~were less than the Cypress offer of~~ $91.0056 ~~million.~~per ~~Neither~~unit of ~~the~~beneficial ~~other offers required a guarantee from the Guarantor~~interest. ~~After~~In ~~taking into consideration certain adjustments~~total, ~~the~~an ~~purchase~~aggregate ~~price~~of ~~for the railcars was reduced from $9.0 million to~~ approximately $8.8 2 million ~~and~~is ~~the~~being ~~price~~distributed ~~for~~to the ~~Guaranty~~holders ~~was~~of ~~reduced~~beneficial ~~from~~interest ~~$1.5~~units toof ~~approximately~~the ~~$1.47~~Liquidating ~~million ($8~~Trust.8 ~~million~~Effective ~~together~~upon ~~with~~such ~~$1.47 million equaling approximately $10.27 million~~distribution, the ~~“Aggregate~~Liquidating ~~Cash~~Trust ~~Consideration”)~~will be terminated.

~~Duff~~Approximately ~~and Phelps~~$100,000 ~~LLC,~~of anthe ~~investment~~Liquidating ~~banking~~Trust’s ~~and~~cash ~~financial~~is ~~advisory~~being ~~firm,~~retained ~~was engaged~~ by the Liquidating Trustee ~~as its independent financial advisor and provided an opinion as to the fairness to the beneficial interest holders~~ of the ~~Trusts,~~Liquidating ~~from~~Trust ato ~~financial~~pay ~~point~~for ofcosts ~~view,~~and ofany ~~the~~unknown ~~Aggregate~~expenses ~~Cash~~arising ~~Consideration~~after ~~including~~ the ~~allocation~~Liquidating ~~of the Aggregate Cash Consideration between the~~ Trust’s ontermination. ~~the~~Such ~~one~~costs ~~hand~~may ~~and~~include ~~the~~those ~~Guarantor~~relating ~~on the other. Pursuant~~ to ~~the~~storage ~~Allocation Agreement between the Trusts~~ and ~~the~~records ~~Guarantor~~retention, ~~the~~responding ~~Aggregate~~to ~~Cash~~investor ~~Consideration~~inquiries, ~~shall~~property ~~be allocated as follows: (i) $9~~taxes,~~371,856~~ tolegal ~~the Trusts~~fees, asaccounting ~~the~~fees ~~purchase~~or ~~price~~other ~~for~~miscellaneous ~~the railcars; and (ii) $0~~expenses.9 ~~million~~After ~~MILPI,~~a inmaximum ~~consideration~~ of ~~its~~three ~~delivery of the guarantee. Accordingly~~years, ~~MILPI~~any ~~has~~remaining ~~reallocated~~cash ~~approximately~~will ~~$0.6~~be ~~million~~distributed ~~(the~~to ~~excess of~~ the ~~amount~~beneficial ~~collected~~interest ~~for~~unit ~~providing the guaranty over the value of the guarantee) to the Trusts~~holders.

The allocation of the approximately $9.4 million consideration for the sale of the railcars among the Trusts was based on the Trustee’s estimate of the fair market value of the cars sold by each of the Trusts. The Trust received total consideration of approximately $2.2 million.

The Trust has now disposed of all of its equipment assets. The Trustee is collecting the Trust’s outstanding accounts receivables and paying the remaining liabilities. A final distribution will be made to the beneficiaries of the Trust once all accounts receivables are collected and all liabilities have been paid. This distribution is expected to occur prior to the end of 2004.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

16.1 Railcar purchase and sale agreement dated as of August 4, 2004 by and between PLM Equipment Growth Fund Liquidating Trust, PLM Equipment Growth Fund II Liquidating Trust, and PLM Equipment Growth Fund IV as sellers and Cypress Tankcar Leasing III LLC, as purchaser.

16.2 Guarantee acknowledgement dated as of August 4, 2004 of MILPI Holdings LLC to Cypress Tankcar Leasing III LLC.

16.3 Allocation agreement dated as of August 4, 2004 between PLM Equipment Growth Fund Liquidating Trust, PLM Equipment Growth Fund II Liquidating Trust, PLM Equipment Growth Fund IV Liquidating Trust and MILPI Holdings LLC.

16.4 Opinion of Duff and Phelps LLC dated August 4, 2004

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PLM EQUIPMENT GROWTH FUND II LIQUIDATING TRUST
Date: August 6, 2004	By:	/s/ Richard K Brock
		Richard K Brock Chief Financial Officer

PLM EQUIPMENT GROWTH FUND II LIQUIDATING TRUST

By: PLM Financial Services, Inc.

Trustee

By: /s/ Richard K Brock

Richard K Brock

Chief Financial Officer

Date: December 6, 2004

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