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) August 1, 2002

                         Polaris Aircraft Income Fund II
                        a California Limited Partnership
                        --------------------------------
             (Exact Name of Registrant as Specified in its Charter)

         California                      33-2794                94-2985086
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 (State or Other Jurisdiction          (Commission            (IRS Employer
      of Incorporation)                File Number)         Identification No.)


201 High Ridge Road, Stamford, Connecticut                         06927
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(Address of Principal Executive Offices)                         (Zip Code)

Registrant's telephone number, including area code (203) 357-3776
                                                   --------------


          -------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




Item 4.  Changes in Registrant's Certifying Accountant.

         On August 1, 2002,  the Board of  Directors  of the general  partner of
Polaris  Aircraft  Income  Fund  II,  a  California  limited   partnership  (the
"Partnership"),  on behalf of the Partnership,  adopted a resolution  dismissing
Arthur  Andersen LLP  ("Andersen") as the  Partnership's  auditors and appointed
Ernst & Young ("E&Y") to replace Andersen.

         Andersen's reports on the Partnership's  financial statements as of and
for each of the  years  ended  December  31,  2001 and 2000 did not  contain  an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.

         During the years ended  December 31, 2001 and 2000 and through the date
hereof,  there were no  disagreements  with Andersen on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure which, if not resolved to Andersen's  satisfaction,  would have caused
Andersen to make reference to the subject  matter in connection  with its report
on the  Partnership's  financial  statements  for such years;  and there were no
reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

         During the years ended  December 31, 2001 and 2000 and through the date
hereof,  the  Partnership did not consult E&Y with respect to the application of
accounting principles to a specified transaction,  either completed or proposed,
or the  type of  audit  opinion  that  might be  rendered  on the  Partnership's
financial statements,  or any other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.

         The  Partnership  has provided  Andersen  with a copy of the  foregoing
statements.  Because the  Partnership  has been  informed by Andersen that as of
July 1,  2002 it  would  not be  providing  the  letter  stating  that it was in
agreement with the statements  contained  herein,  no such letter is attached to
this filing as an Exhibit. The inability to obtain such letter from Andersen and
not  attaching  a letter  to this  filing is  permitted  by Item  304T(b)(2)  of
Regulation S-K.





                                    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 hereunto duly authorized.

Dated: August 1, 2002         POLARIS AIRCRAFT INCOME FUND II,
                              a California Limited Partnership

                              By:  Polaris Investment
                                   Management Corporation, as
                                   General Partner


                                   By:  /S/Stephen E. Yost
                                        ----------------------------------------
                                        Stephen E. Yost, Chief Financial Officer