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): October 30, 2002



                             ___________________

                         Commission File No. 0-18387

                             ___________________




                      PEGASUS AIRCRAFT PARTNERS II, L.P.
            (Exact name of registrant as specified in its charter)




                       State of Organization: Delaware
                  IRS Employer Identification No. 84-1111757
     Four Embarcadero Center, 35th Floor, San Francisco, California 94111
                          Telephone - (415) 434-3900





                      This document consists of 3 pages.

ITEM 5.         OTHER EVENTS:

        Pegasus Aircraft Partners II, L.P. (the "Partnership") will be
distributing $1.50 per Unit on October 31, 2002 to Unit holders of record as of
September 30, 2002.  The Partnership is liquidating assets and this is a
one-time distribution, being made after a review of current and anticipated
financial needs.  Funds for the distribution are from working capital and a
lease termination payment relating to the McDonnell-Douglas DC 10-10 freighter.
The Partnership's 50% interest in the Trust that owns the McDonnell-Douglas
MD-81 was sold for $250,000 on October 25, 2002. The remaining aircraft owned
by the Partnership consist of a Boeing 727-200 freighter, a McDonnell-Douglas
DC-9, the DC 10-10 freighter, a Lockheed L-1011 and three JT8D-9A engines. All
are stored and are being offered for sale in an "as-is, where-is" basis. Cash
flow currently being generated consists of a note payment from Kitty Hawk of
$65,000 per month and $35,000 per month from Capital Cargo.  The Kitty Hawk
payments terminate after the April 1, 2003 payment and the Capital Cargo note
payments terminate with a balloon payment of $1.049 million scheduled for March
1, 2003.

        With this distribution, based on an estimate of value for the remaining
aircraft, the per Unit estimated value as reported in the December 31, 2001
10-K has been revised to $1.06 per original $20 Unit after the October 31, 2002
distributions.  There can be no assurance that the Partnership would receive
the values for the aircraft used in this estimated valuation if sold today or
in the future.  Also, the estimated valuation does not necessarily represent
the benefit an investor will realize if an investor continues to hold Units
through the life of the program.

        This report may contain, in addition to historical information,
Forward-Looking statements that include risks and other uncertainties.  The
Partnership's actual results may differ materially from those anticipated in
these Forward-Looking statements.  Factors that might cause such a difference
include general economic and business conditions, competition and other
factors.  The Partnership undertakes no obligation to release publicly any
revisions to the Forward-Looking Statements, if any, to reflect events or
circumstances after the date hereof or to reflect the occurrence of anticipated
or unanticipated events.







                                  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.


                                PEGASUS AIRCRAFT PARTNERS II, L.P.
                                (Registrant)
                                By:   Air Transport Leasing, Inc.
                                      Administrative General Partner





      October 30, 2002                  By:     /S/Clifford B. Wattley
                                                -----------------------
                                                Clifford B. Wattley
                                                President and Director