~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549-1004 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended ~~June~~March 3031, ~~2002~~2003 Commission File Number 0-21256 Cypress Equipment Fund II, Ltd. (Exact name of Registrant as specified in its charter) Florida 59-3082723 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 880 Carillon Parkway, St. Petersburg, Florida 33716 (Address of principal executive offices) (Zip Code)

~~880~~Registrant's ~~Carillon~~telephone ~~Parkway,~~number ~~St.~~including ~~Petersburg~~area code (727) 567-4830 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), ~~Florida 33716~~ and (2) has been subject to such filing requirements for the past 90 days.

YES X NO

Number of Units at Title of Each Class ~~June~~ March 3031, ~~2002~~2003 Units of Limited Partnership Interest: $1,000 per unit 36,469

DOCUMENTS INCORPORATED BY REFERENCE

Parts I and II, 2002 Form 10-K, filed with the
Securities and Exchange Commission on June 25, 2003
Parts III and IV - Form S-1 Registration Statement
and all amendments and supplements thereto
File No. 33-44119

PART I - Financial Information
Item 1. Financial Statements

CYPRESS EQUIPMENT FUND II, LTD.

(a Limited Partnership)
BALANCE SHEETS

	June 30, 2002	December 31, 2001
	March 31, 2003	December 31, 2002
ASSETS Rental Equipment, at Cost Less: Accumulated Depreciation Deposit on Equipment Investment In Partnership Rent and Sales Proceeds Receivable Cash and Cash Equivalents Total Assets LIABILITIES AND PARTNERS' EQUITY Liabilities: Notes Payable Payable to: General Partners Others Unearned Revenue Total Liabilities Partners' Equity: Limited Partners (36,469 units outstanding at June 30, 2002 and December 31, 2001) General Partners Total Partners' Equity Total Liabilities and Partners' Equity	(Unaudited) ------------ $ 427,837 (230,084) ------------ 197,753 ------------ 2,410,000 83,640 0 265,760 ------------ $ 2,957,153 ============ $ 1,782,623 4,994 4,485 508 ------------ 1,792,610 ------------ 1,471,827 (307,284) ------------ 1,164,543 ------------ $ 2,957,153 ============	(Audited) ------------ $ 680,825 (343,659) ------------ 337,166 ------------ 2,410,000 143,690 11,182 443,913 ------------ $ 3,345,951 ============ $ 1,722,341 2,022 19,069 508 ------------ 1,743,940 ------------ 1,904,921 (302,910) ------------ 1,602,011 ------------ $ 3,345,951 =============
ASSETS Equipment Held for Sale Rent and Sales Proceeds Receivable Cash and Cash Equivalents Total Assets LIABILITIES AND PARTNERS' EQUITY Liabilities: Notes Payable Payable to: General Partners Others Total Liabilities Partners' Equity: Limited Partners (36,469 units outstanding at March 31, 2003 and December 31, 2002) General Partners Total Partners' Equity Total Liabilities and Partners' Equity	(Unaudited) $ 2,410,000 0 182,001 ----------- $ 2,592,001 =========== $ 1,876,747 20,291 150,886 ------------ 2,047,924 ------------ 857,566 (313,489) ------------ 544,077 ------------ $ 2,592,001 ============	(Audited) $ 2,410,000 11,000 278,694 ----------- $ 2,699,694 =========== $ 1,845,015 20,291 233,463 ----------- 2,098,769 ----------- 913,846 (312,921) ------------ 600,925 ------------ $ 2,699,694 ===========

The accompanying notes are an integral
part of these financial statements.

CYPRESS EQUIPMENT FUND II, LTD. ~~STATEMENTS OF OPERATIONS~~

STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31,

	2002 ----	2001 ----
	2003 ----	2002 ----
Revenues: Rental Income Interest Income Gain on Sale of Other Total Revenues Operating Expenses: Management Fees-General Partners Incentive Fees-General Partners General and Administrative: Affiliates Other Interest Expense Depreciation and Amortization Loss on Sale of Equipment Total Operating Expenses Net Loss Allocation of Net Income (Loss): Limited Partners General Partners Net Income (Loss) per $1,000 Limited Partnership Unit Outstanding Number of Limited Partnership Units Outstanding	$ 43,500 1,374 0 ------------ 44,874 ------------ 2,972 0 3,379 344,425 60,282 19,694 51,590 ------------ 482,342 ------------ $ (437,468) ============ $ (433,093) (4,375) ------------ $ (437,468) ============ $ (11.88) ============ 36,469 ============	$ 56,004 12,323 6,242 ------------ 74,569 ------------ 4,628 381,266 15,670 45,115 56,274 25,936 0 ------------ 528,889 ------------ $ (454,320) ============ $ (449,777) (4,543) ------------ $ (454,320) ============ $ (12.33) ============ 36,469 ============
Revenues: Rental Income Interest Income Total Revenues Operating Expenses: General and Administrative: Affiliates Other Interest Expense Depreciation and Amortization Total Operating Expenses Net Income(Loss) Allocation of Net Income(Loss): Limited Partners General Partners Net Income per $1,000 Limited Partnership Unit Outstanding Number of Limited Partnership Units Outstanding	$ 0 291 ------------ 291 ------------ 0 25,407 31,732 0 ------------ 57,139 ------------ $ (56,848) ============ $ (56,280) (568) ------------ $ (56,848) ============ $ (1.54) ============ 36,469 ============	$ 27,000 637 ------------ 27,637 ------------ 3,379 76,265 29,623 11,239 ------------ 120,506 ------------ $ (92,869) ============ $ (91,940) (929) ------------ $ (92,869) ============ $ (2.52) ============ 36,469 ============

The accompanying notes are an integral
part of these financial statements.

CYPRESS EQUIPMENT FUND II, LTD. STATEMENTS OF OPERATIONS

	2002 ----	2001 ----
Revenues: Rental Income Interest Income Total Revenues Operating Expenses: Management Fees-General Partners General and Administrative: Affiliates Other Interest Expense Depreciation and Amortization Loss on Sale of Equipment Total Operating Expenses Net Loss Allocation of Net Income (Loss): Limited Partners General Partners Net Income (Loss) per $1,000 Limited Partnership Unit Outstanding Number of Limited Partnership Units Outstanding	$ 16,500 737 ------------ 17,237 ------------ 2,972 0 268,160 30,659 8,455 51,590 ------------ 361,836 ------------ $ (344,599) ============ $ (341,153) (3,446) ----------- $ (344,599) ============ $ (9.36) ============ 36,469 ============	$ 28,002 2,535 ------------ 30,537 ------------ 1,845 11,201 22,964 28,621 12,968 0 ------------ 77,599 ------------ $ (47,062) ============ $ (46,591) (471) ------------ $ (47,062) ============ $ (1.28) ============ 36,469 ============

The accompanying notes are an integral part of these financial statements.

CYPRESS EQUIPMENT FUND II, LTD.
STATEMENTS OF CASH FLOWS

(Unaudited)
FOR THE THREE MONTHS ENDED MARCH 31,

	2002 ----	2001 ----
	2003 ----	2002 ----
Cash Flows from Operating Activities: Net Income (Loss) Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: (Gain) Loss on Sale of Equipment Depreciation and Amortization Deferred Interest on Notes Payable Changes in Operating Assets and Liabilities: (Increase) Decrease in Rents Receivable (Increase) Decrease in Accounts Receivable - General Increase (Decrease) in Payable to: General Partners Other Increase (Decrease) in Unearned Revenue Net Cash Provided by (Used In) Operating Activities Cash Flows from Investing Activities: Distributions Received Proceeds from Sale of Equipment Investment in Partnership Net Cash Provided By Investing Activities Cash Flows from Financing Activities: Distributions to Limited Partners Distributions to General Partners Net Cash (Used In) Provided by Financing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Period Cash and Cash Equivalents at End of Period	$ (437,468) 51,590 19,694 60,282 11,182 0 2,972 (14,584) 0 ----------- (306,332) ----------- 60,050 68,129 0 ----------- 128,179 ----------- 0 0 ----------- 0 ----------- (178,153) 443,913 ----------- $ 265,760 ===========	$ (454,320) 0 25,936 56,274 0 6,000 (47,987) (82,385) 3,834 ----------- (492,648) ----------- 262,464 0 (2,000) ----------- 260,464 ----------- (1,263,651) (12,765) ----------- (1,276,416) ----------- (1,508,600) 1,982,548 ----------- $ 473,948 ===========
Cash Flows from Operating Activities: Net Income(Loss) Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization Deferred Interest on Notes Payable Changes in Operating Assets and Liabilities: (Increase) Decrease in Rents Receivable Increase (Decrease) in Payable to: Other Net Cash Used In Operating Activities Cash Flows from Investing Activities: Distributions Received Net Cash Provided By Investing Activities Decrease in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Period Cash and Cash Equivalents at End of Period	$ (56,848) 0 31,732 11,000 (82,577) ----------- (96,693) ----------- 0 ----------- 0 ----------- (96,693) 278,694 ----------- $ 182,001 ===========	$ (92,869) 11,239 29,623 7,454 (17,704) ----------- (62,257) ----------- 37,299 ----------- 37,299 ----------- (24,958) 443,913 ----------- $ 418,955 ===========

Non-Cash Activities: Notes Payable in ~~2001~~2003 were increased by $5631,~~274~~732, the amount of Deferred Interest on Notes Payable. Notes Payable in 2002 were increased by $6029,~~282~~623, the amount of Deferred Interest on Notes Payable.

The accompanying notes are an integral
part of these financial statements.

CYPRESS EQUIPMENT FUND II, LTD.

(a Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
March 31, 2003

NOTE 1 - ORGANIZATION

     Cypress Equipment Fund II, Ltd., (the "Partnership"), a Florida limited partnership, was formed November 13, 1991, for the purpose of acquiring and leasing transportation, manufacturing, industrial and other capital equipment. The Partnership was funded with limited partner capital contributions and commenced operations on June 22, 1992. The Partnership will terminate on December 31, 2015, or sooner, in accordance with the terms of the Limited Partnership Agreement. The Partnership has received Limited and General Partner capital contributions of $36,469,000 and $2,000, respectively.

     Cypress Equipment Management Corporation II, a California corporation and a wholly-owned subsidiary of Cypress Leasing Corporation, is the Managing General Partner; RJ Leasing - 2, Inc., a Florida corporation and a second tier subsidiary of Raymond James Financial, Inc., is the Administrative General Partner; and Raymond James Partners, Inc., a Florida corporation and a wholly-owned subsidiary of Raymond James Financial, Inc., is the other General Partner.

     Cash distributions, subject to payment of the equipment management fees, and profits and losses of the Partnership shall be allocated 99% to the Limited Partners and 1% to the General Partners. Once each Limited Partner has received cumulative cash distributions equal to his capital contributions, an incentive management fee equaling 4% of cash available for distributions will be paid to the General Partners. When each Limited Partner has received cumulative cash distributions equal to his capital contributions plus an amount equal to 8% of adjusted capital contributions per annum, an incentive management fee equaling 24% of cash available for distributions will be paid to the General Partners.

NOTE 2 - NOTES PAYABLE

     The Equipment Held for Sale is the collateral for the Note Payable.

     There were no additional borrowing or payments for the three months ended March 31, 2003.

NOTE 3 - BASIS OF PREPARATION

     The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto included with the Partnership's Form 10-K for the year ended December 31, 2002. In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the Partnership's financial position and results of operations. The results of operations for the period may not be indicative of the results to be expected for the year.

NOTE 4 - CASH AND CASH EQUIVALENTS

     It is the Partnership's policy to include short-term investments with an original maturity of three months or less in Cash and Cash Equivalents. These short-term investments are comprised of money market mutual funds and a repurchase agreement. All of the Partnership's securities included in Cash and Cash Equivalents are considered held-to-maturity. The balance of $182,001 at March 31, 2003, represents cash of $1,038 and money market mutual funds of $180,963.

NOTE 5 - SUBSEQUENT EVENTS

     On May 28, 2003, the specialty vessels were sold for a gross sales price of $3,425,000. These proceeds were immediately used to pay off the note payable with accrued interest of $1,898,110. This left the Partnership with $1,526,890 to pay expenses and to make the final distribution from this transaction.

Cypress Equipment Management Corporation II, a California corporation and a wholly-owned subsidiary of Cypress Leasing Corporation, is the Managing General Partner; RJ Leasing - 2, Inc., a Florida corporation and a second tier subsidiary of Raymond James Financial, Inc., is the Administrative General Partner; and Raymond James Partners, Inc., a Florida corporation and a wholly-owned subsidiary of Raymond James Financial, Inc., is the other General Partner.

Cash distributions, subject to payment of the equipment management fees, and profits and losses of the Partnership shall be allocated 99% to the Limited Partners and 1% to the General Partners. Once each Limited Partner has received cumulative cash distributions equal to his capital contributions, an incentive management fee equaling 4% of cash available for distributions will be paid to the General Partners. When each Limited Partner has received cumulative cash distributions equal to his capital contributions plus an amount equal to 8% of adjusted capital contributions per annum, an incentive management fee equaling 23% of cash available for distributions will be paid to the General Partners.

NOTE 2 - NOTES PAYABLE

A significant amount of the rental equipment acquired by the Partnership is pledged at time of purchase as collateral for the notes payable.

During the six months ended June 30, 2002, there was no additional borrowing or payments.

NOTE 3 - COMPENSATION AND REIMBURSEMENTS TO GENERAL PARTNERS AND AFFILIATES

The General Partners and their affiliates are entitled to the following types of compensation and reimbursements for costs and expenses incurred for the Partnership for the six months ended June 30, 2002:

Equipment Management Fees $ 2,972 General and Administrative Costs 3,379

NOTE 4 - BASIS OF PREPARATION

The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by generally accepted accounting principles. These statements should be read in conjunction with the financial statements and notes thereto included with the Partnership's Form 10-K for the year ended December 31, 2001. In the opinion of management, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to summarize fairly the Partnership's financial position and results of operations. The results of operations for the period may not be indicative of the results to be expected for the year.

NOTE 5 - CASH AND CASH EQUIVALENTS

It is the Partnership's policy to include short-term investments with an original maturity of three months or less in Cash and Cash Equivalents. These short-term investments are comprised of money market mutual funds and a repurchase agreement. All of the Partnership's securities included in Cash and Cash Equivalents are considered held-to-maturity. The balance of $265,760 at June 30, 2002 represents cash of $26,556, a repurchase agreement of $126,000 and money market mutual funds of $113,204.

NOTE 6 - SUBSEQUENT EVENTS

On September 30, 2002, the Fund sold it's 50% interest in a partnership for $94,662.00.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

~~Six~~Three Months Ended ~~June~~March 3031, ~~2002~~2003, Compared to ~~Six~~Three Months Ended ~~June~~March 3031, ~~2001~~2002. The Partnership is winding down its operations. The Partnership has sold significant assets. The remaining asset is a specialized tug boat and barge. Rental income for the three months ended March 31, 2003, was $0 as there are no leases to produce revenue. Rental income for the three months ended March 31, 2002, was $27,000. Interest income decreased for the three months ended March 31, 2003, as compared to the three months ended March 31, 2002 because of lower average balances of cash for investment. During the three months ended March 31, 2003 and March 31, 2002, the Partnership did not sell any equipment. Interest expense was comparable the three months ended March 31, 2003, as compared the three months ended March 31, 2002. Depreciation expense decreased from $11,239 for the three months ended March 31, 2002 to $0 for the three months ended March 31, 2003, as there is no depreciable equipment. The net effect of the above revenue and expense items resulted in a net loss of $56,848 for the three months ended March 31, 2003, compared to a net loss of $92,869 for the three months ended March 31, 2002. During the three months ended March 31, 2003, the Partnership did not incur any additional borrowing and made no principal payments on notes. Liquidity and Capital Resources Short-term liquidity requirements consist of funds needed to make cash distributions to limited and general partners and meet administrative expenses. Cash and Cash Equivalents at March 31, 2003, and equipment sales will fund these short-term needs. For the three months ended March 31, 2003, the Partnership had a net loss of $56,848. After adjusting net loss during this period for the changes in operating assets and liabilities, net cash used by operating activities was $96,693. This resulted in an ending Cash and Cash Equivalent balance as of March 31, 2003, of $182,001. In the opinion of the General Partners, the Partnership will have, through Cash and Cash Equivalents at March 31, 2003, and equipment sales proceeds, sufficient funds to remain liquid for the foreseeable future. The General Partners are not aware of any trends that could adversely affect the Partnership's liquidity or the ability to meet near-term obligations. Item 4. Controls and Procedures: Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officers, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934) was performed. Based on this evaluation, such officers have concluded that the Partnership's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to the Partnership required to be included in this report and the Partnership's other reports that it files or submits under the Securities Exchange Act of 1934. There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

The Partnership is beginning to wind down its operations. The Partnership has sold significant assets. The remaining assets include: one set of machine tools on lease to third parties; a 50% interest in a partnership which leases and sells intermodal marine containers and chassis; and a deposit for the right to obtain title to a specialty tug and barge on December 31, 2002, at the expiration of the lease.

Rental income for the six months ended June 30, 2002 was comparable to the six month period ended June 30, 2001. Interest income decreased for the six months ended June 30, 2002, as compared to the six months ended June 30, 2001 because of lower average balances of cash for investment and lower interest rates. During the six months ended June 30, 2002, rental equipment with a book value of $119,719 was sold for $69,000 less expenses of sale of $871, resulting in a loss on sale of $51,590. During the six months ended June 30, 2001, the Partnership did not sell any equipment.

The 4% incentive management fee was earned with the August 10, 1999 distribution as each Limited Partner has received cumulative cash distributions equal to his capital contribution. The 19% incentive management fee was earned in total with the April 2001 distribution as all Limited Partners began receiving cumulative cash distributions equal to payout plus an amount equal to 8% of adjusted capital contributions per annum cumulative from each limited partner's closing date. Incentive management fees decreased from $381,266 for the six months ended June 30, 2001 to $0 for the six months ended June 30, 2002, since no further distributions, on which incentive management fees are based, have been made.

Interest expense was comparable the six months ended June 30, 2002, as compared to the six months ended June 30, 2001. Depreciation expense decreased for the six months ended June 30, 2002 versus 2001, due to a lower average depreciable basis of equipment. General and Administrative Expenses increased from $60,875 for the six months ended June 30, 2001 to $347,804 for the six months ended June 30, 2002. This was primarily due to increased legal costs associated with the deposit for the right to obtain title for a specialty tug and barge on December 31, 2002.

The net effect of the above revenue and expense items resulted in a net loss of $437,468 for the six months ended June 30, 2002, compared to net loss of $454,320 for the six months ended June 30, 2001.

During the six months ended June 30, 2002, the Partnership did not incur any additional borrowing and made no principal payments on notes.

Three Months Ended June 30, 2002, Compared to Three Months Ended June 30, 2001

Rental income decreased from $28,002 for the three months ended June 30, 2001 to $16,500 for the three month period ended June 30, 2002. Interest income decreased for the three months ended June 30, 2002, as compared to the three months ended June 30, 2001 because of lower average balances of cash for investment and lower interest rates.

During the three months ended June 30, 2002, rental equipment with a book value of $119,719 was sold for $69,000 less expenses of $871, resulting in a loss on sale of $51,590. During the three months ended June 30, 2001, the Partnership did not sell any equipment.

Interest expense was comparable the three months ended June 30, 2002, as compared to the three months ended June 30, 2001. Depreciation expense decreased for the three months ended June 30, 2002 versus 2001, due to a lower average depreciable basis of equipment. General and Administrative Expenses increased from $34,165 for the three months ended June 30, 2001 to $268,160 for the three months ended June 30, 2002. This was primarily due to increased legal costs associated with the deposit for the right to obtain title for a specialty tug and barge on December 31, 2002.

The net effect of the above revenue and expense items resulted in a net loss of $344,599 for the three months ended June 30, 2002, compared to a net loss of $47,062 for the three months ended June 30, 2001.

During the three months ended June 30, 2002, the Partnership did not incur any additional borrowing and made $0 of principal payments on notes.

Liquidity and Capital Resources

Short-term liquidity requirements consist of funds needed to make cash distributions to limited and general partners and meet administrative expenses. These short-term needs will be funded by Cash and Cash Equivalents at June 30, 2002, future rental income, interest income, and sales proceeds.

For the six months ended June 30, 2002, the Partnership had a net loss of $437,468. After adjusting net income during this period for depreciation and amortization, and the changes in operating assets and liabilities, net cash used in operating activities was $306,332. Cash provided by investing activities consisted of $60,050 of distributions from the Investment in Partnerships and $68,129 in proceeds from Sale of Equipment. No cash was used in financing activities. In total, during the six months ending June 30, 2002, Cash and Cash Equivalents decreased $178,153 from operating activities, investing activities and financing activities, resulting in an ending Cash and Cash Equivalent balance as of June 30, 2002, of $265,760.

In the opinion of the General Partners, the Partnership will have, through Cash and Cash Equivalents at June 30, 2002, and through future rental income, interest income, and equipment sales proceeds, sufficient funds to remain liquid for the foreseeable future. The General Partners are not aware of any trends that could adversely affect the Partnership's liquidity or the ability to meet near-term obligations.

Item 4. Controls and Procedures:

Within 90 days prior to the filing of this report, under the supervision and with the participation of the Partnership's management, including the Partnership's chief executive and chief financial officers, an evaluation of the effectiveness of the Partnership's disclosure controls and procedures (as defined in Rule 13a-14(c)under the Securities Exchange Act of 1934) was performed. Based on this evaluation, such officers have concluded that the Partnership's disclosure controls and procedures were effective as of the date of that evaluation in alerting them in a timely manner to material information relating to the Partnership required to be included in this report and the Partnership's other reports that it files or submits under the Securities Exchange Act of 1934. There were no significant changes in the Partnership's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART II - Other Information

Item 6.   Exhibits and Reports on Form 8-K

    a)    Exhibits - None.
    b)    Reports on Form 8-K -None.

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 thereunto duly authorized. Cypress Equipment Fund II, Ltd. Date: July 28, 2003 By: /s/Stephen R. Harwood Stephen R. Harwood President of the Managing Partner Cypress Equipment Management Corp. II

~~Cypress Equipment Fund II, Ltd.~~ Date: ~~January~~July 1628, 2003 By: /s/~~Stephen~~ R.Carol ~~Harwood~~Georges ~~Stephen~~Carol ~~R. Harwood~~Georges ~~President~~Director of ~~the~~Accounting Partnership ~~Managing Partner~~Administration ~~Cypress~~Raymond ~~Equipment~~James ~~Management~~and ~~Corp. II~~ Associates

Date: January 16, 2003 By: /s/ Carol Georges Carol Georges Director of Accounting Partnership Administration Raymond James and Associates
CERTIFICATIONS*

I, Stephen R. Harwood, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cypress Equipment Fund II, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information include in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: ~~January~~July 1628, 2003 By: /s/Stephen R. Harwood Stephen R. Harwood President of the Managing Partner Cypress Equipment Management Corp. II

I, Carol Georges, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cypress Equipment Fund II, Ltd.;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

Date: ~~January~~July 1628, 2003 By: /s/ Carol Georges Carol Georges Director of Accounting Partnership Administration Raymond James and Associates

Filing Compare · CYPRESS EQUIPMENT FUND II LTD