UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR FISCAL YEAR ENDED DECEMBER 31, 1997

Commission File Number:

     33-04345

Exact name of Registrant as specified in its charter:

     Florida Income Fund II, Limited Partnership

State or other Jurisdiction of incorporation or organization:

     Ohio

I.R.S. Employer Identification Number:

     33-1168320

Address of Principal Executive Offices:

     12800 University Drive, Ste 675
     Fort Myers, FL 33907

Registrant's Telephone Number, including Area Code:

     (941) 481-2011

Securities registered pursuant to Section 12(b) of the Act:

     None

Securities registered pursuant to Section 12(g) of the Act:

     None

The registrant 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), and has been subject to such filing requirements for the past 90
days.



<PAGE>
<PAGE>

                   FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                                FORM 10-K - 1997
                       CONTENTS AND CROSS REFERENCE INDEX

PART     ITEM                                                        FORM 10-K
 NO.      NO.                    DESCRIPTION                          PAGE NO.
----     ----                    -----------                         ---------

I        1       Business                                                    3

         2       Properties                                              4 - 8

         3       Legal Proceedings                                           8

         4       Submission of Matters to a Vote of
                 Security Holders                                            8

II       5       Market for Registrant's Partnership
                 Equity and Related Partner Matters                          9

         6       Selected Financial Data                                     9

         7       Management's Discussion and Analysis of
                 Financial Condition and Results of Operations         10 - 13

         8       Financial Statements and Supplementary Data           14 - 30

         9       Changes in and Disagreements with Accountants
                 on Accounting and Financial Disclosure                     31

III      10      Directors and Executive Officers of
                 the Registrant                                        31 - 33

         11      Executive Compensation                                     34

         12      Security Ownership of Certain Beneficial
                 Owners and Management                                      35

         13      Certain Relationships and Related Party
                 Transactions                                               35

IV       14      Exhibits, Financial Statement Schedules
                 and Reports on Form 8-K                                    36

                 Signatures                                                 37

                                       2



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<PAGE>


                                     PART I

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS - Florida Income Fund II, Limited Partnership,
(the Partnership) is an Ohio Limited Partnership formed as of March 26, 1986,
for the purpose of investing in a diversified portfolio of income-producing
commercial and residential real estate properties primarily located in
Southwest Florida. The Partnership's primary objectives are to preserve and
protect the Partnership's original capital, provide distributable cash, a
portion of which may constitute nontaxable income, obtain capital appreciation
through increases in value of Partnership properties, build equity through
reductions of mortgage indebtedness and realize capital gains from the sale of
Partnership properties.

There can be no assurance that these objectives will be achieved. The
achievement of these objectives depends on many factors, including principally
the ability of the Managing General Partner to select suitable properties at
favorable prices (completed) and the successful management of those properties.
The General Partners of the Partnership are Mariner Capital Management, Inc.,
a Florida corporation (Managing General Partner or Mariner) and MCD Real
Estate, Inc., an Ohio corporation. For further information see Item 10. The
primary market is Southwest Florida. The intent was to invest in several
properties in order to achieve a measure of diversification. The Partnership's
original intent was to hold these properties as long-term investments. The
Managing General Partner has chosen to invest primarily in Southwest Florida
because of its experience in dealing in real estate in this area. Southwest
Florida offers, in management's opinion, a competitive but growing economic
base in which to meet its performance objectives.

The Partnership commenced a $15,000,000 offering of limited partnership
interest (the Units) at $1,000 per unit (15,000 total units) on June 13, 1986,
pursuant to a registration statement on Form S-11 under the Securities Act of
1933 (Reg. No. 33-04345) (Registration Statement). McDonald and Company
Securities, Inc., an affiliate of MCD Real Estate, Inc., Janney Montgomery
Scott, Inc. and J. J. B. Hilliard, W. L. Lyons, Inc., acted as the managing
dealers of the offering.

The Prospectus filed pursuant to Rule 424(B) and 424(C) under the Securities
Act of 1933 (the Prospectus) was supplemented on August 7, 1986, November 20,
1986, January 12, 1987 and March 23, 1987. The Prospectus and supplements are
incorporated herein by reference to the extent necessary or appropriate.
Pursuant to the terms of the offering, there was a right to offer for sale an
additional 5,000 units. The Partnership sold a total of $10,655,000 (10,655
units) to the public.

The Partnership itself has no executive officers as employees. The Managing
General Partner, which has responsibility for the management of the
Partnership, has assigned certain individuals to devote as much time to the
operations of the Partnership as deemed necessary. All these individuals serve
the Partnership on a part-time basis. The Managing General Partner is a General
Partner in other publicly and privately offered limited partnerships, some
having the same or similar investment objectives as the Partnership.

Pursuant to the partnership agreement, the Managing General Partner intends to
commence liquidation of the Partnership in 1998.  The remaining assets of the
Partnership will be used to satisfy costs of liquidating the Partnership and
any residual cash will be distributed to the limited partners in 1998.



                                       3



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ITEM 2. PROPERTIES

The Partnership purchased six properties. Broadway Medical Center and
Laurel Center, which are located in Fort Myers, Florida, were purchased
on December 15, 1986. In 1987, the Partnership purchased two additional
properties. Town Centre Shopping Center, located in Marco Island, Florida was
purchased on April 9, 1987, and Manatee West Shopping Center, located in
Bradenton, Florida was purchased on November 4, 1987. Heritage Square Shopping
Center, located in Marco Island, Florida was purchased on March 11, 1988, and
Pinebrook Commons, located in Bradenton, Florida was purchased on August 3,
1988. A brief description of these properties and the terms of the purchases
by the Partnership follows:

     BROADWAY MEDICAL CENTER - Broadway Medical Center is a medical office
     building located in Lee County, Florida consisting of approximately 15,300
     square feet of net leasable area situated on 2.23 acres of land. The
     building was constructed in 1975.

     Broadway Medical Center is located at the Southwest corner of Broadway and
     Carroll Road, just west of U.S. 41 and East of Fowler Avenue. This
     location is between Lee Memorial Hospital and Southwest Regional Medical
     Center.

     The Partnership acquired the Broadway Medical Center property on December
     15, 1986. The Partnership has capitalized the following costs associated
     with acquisition of Broadway Medical Center:

            Contract Purchase Price                          $1,257,500
            Acquisition Fee                                      62,875
            Appraisal Fee                                         3,000
            Survey Fee                                            1,479
                                                             ----------
                                                             $1,324,854
                                                             ==========

     The terms of the purchase were $844,416 cash and a first mortgage of
     $480,438. When purchased, the property was 100% occupied.

     The first mortgage was paid off on September 6, 1990, with proceeds
     obtained from a $6,000,000 consolidation loan, collateralized by Broadway
     Medical, Town Center Mall and Heritage Square which bears an interest rate
     of Prime +1%.

     The Partnership sold Broadway Medical Center to an unrelated third party
     on May 21, 1997 at a price of $600,000 as reported in an 8-K filed on May
     21, 1997.  The sale generated approximately $500,000 which was available
     for distribution to the partners.

     The decision to sell the property at an amount less than the carrying
     value was made in response to a declining rental market in the Fort Myers
     Broadway Avenue area.  The subject neighborhood has been declining and
     losing many of the long term medical office tenants to newer buildings
     located in more desirable areas of Lee County. This resulted in a high
     supply of vacant space versus very low demand which in turn led to reduced
     rental rates. The General Partner was of the opinion that the problem was
     long term and felt it was economically prudent to sell the property at a
     reduced price.

     LAUREL CENTER - The Laurel Center is a 2,300 square foot medical center
     on 1.95 acres of land that was acquired in 1986. The Partnership
     capitalized the following costs associated with the acquisition:

            Contract Purchase Price                          $1,657,500
            Acquisition Fee                                      82,875
            Closing Costs                                         4,885
                                                             ----------
                                                             $1,745,260
                                                             ==========

                                       4



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     The property was deeded to the lender in lieu of foreclosure in 1994. A
     non-recourse loan in the amount of $1,337,812 was forgiven by the lender
     and no further liability exists on the part of the Partnership or its
     General Partner. The Partnership recorded a loss of $87,150. See 8-K which
     was filed in December 1994.

     The above action was taken in response to a declining rental market in the
     Fort Myers Central Avenue area. The subject neighborhood has been
     declining and losing many of the long term medical office tenants to newer
     buildings located in more desirable areas of Lee County. This has resulted
     in a high supply of vacant space versus very low demand which has in turn
     led to reduced rental rates. The General Partner was of the opinion that
     the problem is long term and felt economically prudent to deed the
     property to the lender to eliminate the negative cash flow being generated
     by the property.

     TOWN CENTER - Town Center is a retail shopping center consisting of four
     buildings totalling approximately 101,000 square feet of net leasable area
     situated on 10.12 acres of land. The age of the buildings range from 9 to
     23 years. Town Center is located on Collier Boulevard, the main
     thoroughfare, on Marco Island.

     The Partnership acquired Town Center on April 9, 1987. The Partnership has
     capitalized the following costs associated with the acquisition of Town
     Center Shopping Center.

            Contract Purchase Price                          $7,343,400
            Acquisition Fee                                     220,300
            Roof Inspection                                         602
            Closing Costs                                        30,212
            Less:  Guaranteed Rent                             (190,000)
                                                             ----------
                                                             $7,404,514
                                                             ==========

     The terms of the purchase were $3,364,302 cash and an interest only
     mortgage of $4,200,000 at 9% for seven months, provided by the seller. The
     purchase agreement contained a $190,000 rent guarantee to cover vacant
     space. The temporary seller financing was paid off in September 1987, when
     permanent financing was secured with a financial institution. This loan
     was paid off on September 6, 1990, (see discussion of consolidation loan
     under Broadway Medical).



                                       5



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     The partnership entered into a contract to sell Town Center to an
     unrelated third party for a price in excess of the carrying value of the
     property. A $100,000 non refundable deposit was received by the
     partnership. This sale closed in the second quarter of 1996 as reported
     in an 8-K filed July 1, 1996.

     MANATEE WEST SHOPPING CENTER - Manatee West is a shopping center
     consisting of two separate buildings consisting of approximately 46,600
     square feet located in Bradenton, Florida. The property is located on
     6.95 acres at Manatee Avenue West (SR-64) and 75th Street West. Manatee
     Avenue West is a major east-west artery through Manatee County with
     connecting access to Interstate-75.

     The Partnership acquired Manatee West on November 4, 1987. The Partnership
     has capitalized the following costs associated with the acquisition of
     Manatee West Shopping Center.

            Purchase Price                                   $3,500,000
            Acquisition Fee                                     175,000
            Closing Costs - Escrow Assumed                       19,611
            Less:  Guaranteed Rent                             (200,000)
                                                             ----------
                                                             $3,494,611
                                                             ==========

     The terms of the purchase were cash of $1,689,393 and the assumption of
     the existing mortgage of $1,985,607. The purchase agreement contained a
     $200,000 rent guarantee to cover the vacant space. The rent guarantee has
     been received.

     At the time of acquisition, the Partnership assumed a first mortgage held
     by a life insurance company with a fixed rate of 11 3/8%, a 30 year
     amortization and a maturity date of February 1, 1993, in the amount of
     $1,916,215. The loan has been renegotiated at a rate of 9% with payments
     of $19,615, plus escrow of taxes and hazard insurance over a term of 177
     months. The loan was extended for three years, until February 1, 1996, and
     subsequently extended until June 1996.  This loan was paid off out of the
     proceeds of the Town Center sale.

     The Partnership sold Manatee West Shopping Center to an unrelated third
     party on June 16, 1997 at a price of $2,240,000 as reported in an 8-K
     filed on June 16, 1997.  The sale generated approximately $2,050,000
     which was available for distribution to the partners.  A loss on
     impairment had been recognized at December, 1996 because the sales price
     was less than the carrying value.  The decision to sell the property at
     an amount less than the carrying value was made in response to a declining
     rental market in the Manatee Avenue West area.  The General Partner was
     of the opinion that the problem was long term and felt it was prudent to
     sell the property at a reduced price.

     HERITAGE SQUARE SHOPPING CENTER - Heritage Square is an office/retail
     plaza consisting of 26,600 square feet located directly across the street
     from Town Center on Marco Island, Florida.

                                       6



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     The Partnership acquired Heritage Square on March 11, 1988. The
     Partnership has capitalized the following costs associated with the
     acquisition of Heritage Square.

            Purchase Price                                   $1,600,000
            Acquisition Fee                                      80,000
            Appraisal                                             5,000
            Title Insurance                                       2,955
            Attorney Fees                                         2,750
            Survey                                                2,350
            Other Capitalized Costs                               1,742
            Less:  Guaranteed Rent                              (30,000)
                                                             ----------
                                                             $1,664,797
                                                             ==========

     The terms of the purchase were all cash. When purchased the property was
     65% occupied. The purchase agreement contained a $30,000 rent guarantee to
     cover vacant space. The rent guarantee has been received.

     The Partnership encumbered this property with a loan from a financial
     institution of up to $500,000 that was paid off with refinance proceeds
     (see Broadway Medical).

     The Partnership sold Heritage Square to Heritage Square Real Estate,
     L.L.C. on January 16, 1996. An 8-K was filed with the U.S. Securities and
     Exchange Commission describing this transaction in detail.  The filing
     date of this 8-K was January 30, 1996.

     From the closing proceeds, the partnership paid in full a loan from
     NationsBank with an approximate principal balance of $594,000 plus accrued
     interest. That loan was secured by a second mortgage on three properties
     known as Heritage Square, Broadway Medical Center and Town Center.

     PINEBROOK COMMONS - Pinebrook Commons is a 33,334 square foot retail
     shopping center located on approximately 4.95 acres of land. The center is
     five years old and is located in Bradenton, Florida.

     The Partnership acquired Pinebrook Commons on August 3, 1988. The
     Partnership has capitalized the following costs associated with the
     acquisition of Pinebrook Commons:

            Contract Purchase Price                          $3,190,000
            Acquisition Fee                                      84,350
            Audit                                                 5,000
            Survey, Inspection Appraisal                          6,630
                                                             ----------
                                                             $3,285,980
                                                             ==========

                                       7



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     The terms of the purchase were $735,480 cash and a first mortgage of
     $2,550,000 obtained from a life insurance company. The current interest
     rate is 8.75% with monthly payments of $20,060 and a balloon payment at
     maturity on August 1, 1998.

     The loan could not be prepaid before August 1, 1996, and after that the
     prepayment penalty is 2% in year 4 and 1% in year 5.

     Pinebrook Commons is adjoined with Frank's Nursery, a national chain.
     Frank's Nursery was not included in the purchase, however, it acts as an
     excellent anchor and it pays 32.4% of certain common area expenses
     associated with operating the property.

     During 1996, a loss on impairment was recognized on Pinebrook Commons of
     $272,000 to reflect the current net realizable value of the property.

     During 1997, the Partnership elected to discontinue making payments on its
     first mortgage loan to an insurance company (first mortgage holder)
     related to Pinebrook Commons Shopping Center.  This decision was made in
     order to eliminate the monthly negative cash flow of approximately
     $10,000.  The loan was a non-recourse loan with liability limited to the
     net value of Pinebrook Commons, and as such, did not have a detrimental
     effect on the other Partnership assets.

     The insurance company foreclosed on the property November 19, 1997 as
     reported in an 8-K filed on November 19, 1997.


ITEM 3. LEGAL PROCEEDINGS

The Partnership is not a party to nor is any of the Partnership's property the
subject of any material pending legal proceedings.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                       8



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                                     PART II

ITEM 5. MARKET FOR REGISTRANTS'S PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

The units are not traded on any public market and it is not contemplated for
these units to be traded on any public market in the future. As of December 31,
1997, there were 629 Limited Partners.

The Partnership commenced paying quarterly cash distributions in January 1987.
During 1997, 1996 and 1995, the total cash distributions were $2,734,026,
$5,599,869 and $224,316, respectively. Distributions were not made in 1986,
except for escrow interest, because the Partnership was still raising money
and had not invested in commercial real estate until December 1986. The
Partnership intends to distribute cash reserves, net of the costs incurred
to liquidate the Partnership, in 1998.

<TABLE>
<CAPTION>
ITEM 6. SELECTED FINANCIAL DATA

                                                 1997          1996          1995         1994          1993
                                              ---------    -----------   -----------   -----------   -----------
<S>                                           <C>          <C>           <C>           <C>           <C>
Operating revenues (including
interest of $2,869, $31,150, $4,103,
$2,168 and $8,199 for 1997, 1996,
1995, 1994, and 1993)                         $  362,678   $ 6,629,439  $ 2,793,966   $ 3,219,726   $ 3,552,989

Net (loss) income                             $  (49,765)  $ 3,052,602  $    15,672   $   263,783   $   433,495

Net income per weighted average
Limited Partnership unit                      $    (4.43)  $    272.17  $      1.39   $     23.52   $     38.65

Total assets                                  $  262,768   $ 5,491,967  $16,428,940   $16,923,891   $18,709,023

Mortgages and notes payable                   $        0   $ 2,480,210  $10,596,357   $10,816,526   $12,375,950

Distributions to Limited Partners             $2,724,803   $ 5,581,363  $   213,100   $   479,475   $   788,442

Distributions per Limited
Partnership unit                              $   255.73   $    523.83  $     20.00   $     45.00   $     74.00

Partners' equity                              $  197,323   $ 2,929,782  $ 5,447,049   $ 5,685,693   $ 5,926,621

Book value per Limited
Partnership unit                              $    18.52   $    278.69  $    530.34   $    548.94   $    570.43
</TABLE>

Also, refer to Item #8 and the audited Financial Statements referred to herein.

                                       9



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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

LIQUIDITY - As a result of the sales of Manatee West and Broadway Medical and
the foreclosure of Pinebrook Commons during 1997, the Partnership has no
remaining properties or debt.  The Managing General Partner adopted a plan of
liquidation, in accordance with the partnership agreement, effective December
31, 1997.  The remaining assets of the Partnership will be used to satisfy
costs of liquidating the Partnership and any residual cash will be distributed
to the limited partners in 1998.

CAPITAL RESOURCES - As of December 31, 1997, the Partnership had $211,436 in
cash and interest-bearing deposits.


                                       10



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RESULTS OF OPERATIONS

COMPARISON OF THE FISCAL YEARS ENDED DECEMBER 31, 1997 AND 1996

During the years ended December 31, 1997 and 1996 the Partnership's principal
sources of revenue were rental income of $249,462 and $1,527,335, and expense
reimbursements from tenants of $135,557 and $330,259.  In 1997 the Partnership
reported a gain on the sale of two rental properties in the amount of $2,093 and
a loss on property abandonment of $27,303.  In 1996 the partnership also
reported a gain on the sale of two rental properties in the amount of
$4,740,695.

Rental revenues and tenant reimbursements decreased $1,277,873 and $194,702
respectively from 1996 to 1997 as a result of the Partnership's sales and
deeding of its remaining properties in 1997.

Property operating expenses have decreased $397,972 due to the sales and
deeding of properties.

Interest expense decreased $544,869 due to reduction of the Partnership's debt
by $2,480,210 as a result of the abandonment of Pinebrook Commons. The
Partnership's outstanding debt decreased from $2,480,210 at December 31, 1996,
to $0 at December 31, 1997.

Property taxes decreased $92,735 primarily due to the sale of the properties.

Management recognized a loss on impairment of $0 and $1,781,000 at December 31,
1997 and 1996, respectively.


                                   11


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COMPARISON OF THE FISCAL YEARS ENDED DECEMBER 31, 1996 AND 1995

During the years ended December 31, 1996 and 1995 the Partnership's principal
sources of revenue were rental income of $1,527,335 and $2,269,729, and expense
reimbursements from tenants of $330,259 and $520,134.  In 1996 the partnership
also reported a gain on the sale of two rental properties in the amount of
$4,740,695.  Total rental revenue decreased by $742,394 due to the following
conditions:

Broadway Medical decreased $7,144, Pinebrook Commons decreased $10,907, Town
Center decreased $454,050, Heritage Square decreased $210,697 and Manatee West
increased $27,941. Broadway Medical's and Pinebrook Commons' rent decreases
were due to vacancies occurring in the centers.  Town Center's and Heritage
Square's revenue decreased due to sales of the properties in 1996.  Manatee
West increased in 1996 because of higher rates.

Tenant reimbursements have decreased $189,875 from 1996 to 1995 primarily as a
result of the sales of Heritage Square and Town Center in 1996.

Interest income increased $27,047 due to proceeds of the Heritage Square sale.

Property operating expenses have decreased $284,525 primarily due to the sale
of Heritage Square and Town Center.

Depreciation expense decreased $185,208 primarily due to the sale of two
properties in 1996.

Interest expense decreased $490,035 due to principal pay down of the
Partnership's debt by $8,116,147. The Partnership's outstanding debt decreased
from $10,596,357 at December 31, 1995, to $2,480,210 at December 31, 1996. This
reduction was due to the sale of Heritage Square and Town Center.

Property taxes decreased $73,980 primarily due to the sale of two properties
and closely monitoring real estate tax assessments on other properties.

Bad Debt expense increased $51,291 from 1995. Management continues to closely
monitor all tenants in order to reduce this amount.

Management recognized a loss on impairment of $1,781,000 and $0 at December 31,
1996 and 1995, respectively.


                                       12



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<PAGE>

RESULTS OF OPERATIONS

COMPARISON OF THE FISCAL YEARS ENDED DECEMBER 31, 1995 AND 1994

During the years ended December 31, 1995 and 1994 the Partnership's principal
sources of revenue were rental income of $2,269,729 and $2,609,123, and expense
reimbursements from tenants of $520,134 and $608,435. Total revenue decreased
by $339,392 due to the following conditions:

Broadway Medical decreased $9,734, Laurel Medical Center decreased $76,689,
Pinebrook Commons increased $39,538, Town Center decreased $47,827, Heritage
Square decreased $1,029 and Manatee West decreased $112,355. Broadway Medical's
rent decrease was due to a vacancy occurring in the center. Laurel Medical
Center rent decreased because 1994 included four months of operations whereas
1995 had no activity. Pinebrook Commons rent increased due to an increase in
occupancy. Town Center's revenue decreased due to vacancies during 1995.
Heritage Square's revenue decreased slightly due to a tenant vacating the
center for part of 1995. The space has been re-leased. Manatee West decreased
in 1995 because of higher vacancy.

Income recognized from deferred rent changed from an increase in income in 1994
of $68,592 to a reduction in income of $62,706. The decrease in income
recognized from deferred rent for 1995 was attributed to charges in the
deferred rent balance of the following properties: Broadway Medical decreased
$17,057, Town Center decreased $2,261, Heritage Square decreased $29,939,
Manatee West decreased $14,134 and Pinebrook Commons increased $685.

Broadway Medical decreased due to the long term leases coming to maturity, Town
Center decreased due to vacancies occurring in the center, Heritage Square
decreased due to a vacancy occurring in the center, Manatee West decreased due
to vacancies in the center and Pinebrook increased due to a new lease being
signed.

Tenant reimbursements have decreased $88,301 from 1995 to 1994. Town Center was
down $58,698 and Manatee West decreased $35,900.

Interest income increased 1,935.

Property operating expenses have increased $62,568 due to Broadway decreased
$6,021, Laurel Center decreased $1,557, Heritage Square decreased $1,751 and
Pinebrook Commons increased $15,626.

Depreciation expense decreased $56,320 due to Laurel Center and also due to
fixed assets being fully depreciated in 1995.

Interest expense decreased $27,373 due to principal pay down of the
Partnership's debt by $220,169. The Partnership's outstanding debt decreased
from $10,816,526 at December 31, 1994, to $10,596,357 at December 31, 1995.
This reduction was due to normal principal amortization during the year.

Property taxes decreased $39,250 due to Laurel Center not being in the
portfolio and closely monitoring real estate tax assessments on other
properties.

Bad Debt expense declined from 1994. Management continues to closely monitor
all tenants in order to reduce this further.


                                     13
<PAGE>
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Balance Sheets of the Partnership as of December 31, 1996 and 1995 and the
Statements of Operations, Statements of Partner's Capital and Statements of
Cash Flows of the Partnership for each of the three years in the period ended
December 31, 1997, as well as the Notes to Financial Statements and Schedule
III and the Report of Independent Accountants there on, dated March 10, 1998,
are set forth herein:

                                       14



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<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners
Florida Income Fund II, Limited Partnership

We have audited the accompanying balance sheets of Florida Income Fund II,
Limited Partnership, as of December 31, 1997 and 1996, and the related
statements of operations, partners' capital, and cash flows for each of the
three years in the period ended December 31, 1997. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

As described in Note 7, pursuant to the partnership agreement, the Managing
General Partner intends to commence liquidation during 1998.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Florida Income Fund II,
Limited Partnership, as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting
principles.





                                      COOPERS & LYBRAND L.L.P.

Tampa, Florida
March 10, 1998


                                       15


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<PAGE>



FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
BALANCE SHEETS
December 31, 1997 and 1996

<TABLE>
<CAPTION>

                        ASSETS                                                        1997         1996
                        ------                                                        ----------   ------------
<S>                                                                                   <C>          <C>
CURRENT ASSETS
 Cash and cash equivalents                                                            $  211,436   $  251,866
 Accounts receivable, trade, net of allowance for doubtful accounts
  of $0 and $102,146 for 1997 and 1996, respectively                                           0       32,004
 Receivable from General Partners                                                         51,332            0
 Notes receivable                                                                              0       44,877
 Prepaid expenses and other                                                                    0       14,391
                                                                                      -----------  -----------
      Total current assets                                                               262,768      343,138
                                                                                      -----------  -----------
RENTAL PROPERTIES, net                                                                         0    5,128,779
                                                                                      -----------  -----------
INTANGIBLE ASSETS
 Deferred loan costs, net                                                                      0       20,050
                                                                                      -----------  -----------
      Total assets                                                                    $  262,768   $5,491,967
                                                                                      ===========  ===========


                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
   Current maturities of notes and mortgages payable                                  $        0   $   24,510
   Accounts payable, trade                                                                11,651       17,664
   Accrued expenses                                                                       53,794       10,486
   Customer and security deposits                                                              0       53,825
                                                                                      -----------  -----------
      Total current liabilities                                                           65,445      106,485
                                                                                      -----------  -----------
NOTES AND MORTGAGES PAYABLE, less current
   maturities                                                                                  0    2,455,700
                                                                                      -----------  -----------
PARTNERS' CAPITAL
   General partners deficiency                                                                 0      (39,621)
   Limited partners, 15,000 limited partnership units authorized;
        10,655 issued and outstanding in 1997 and 1996                                   197,323    2,969,403
                                                                                      -----------  -----------
      Total partners' capital                                                            197,323    2,929,782
                                                                                      -----------  -----------
      Total liabilities and partners' capital                                         $  262,768   $5,491,967
                                                                                      ===========  ===========

</TABLE>
The accompanying notes are an integral part of these financial statements.

                                       16



<PAGE>
<PAGE>



FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
years ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>


                                                                        1997             1996              1995
                                                                        ----             ----              ----
<S>                                                              <C>               <C>               <C>
Revenues
   Rental income                                                 $       249,462   $      1,527,335  $     2,269,729
   Tenant reimbursements                                                 135,557            330,259          520,134
   Interest income                                                         2,869             31,150            4,103
   Gain on sale of rental properties                                       2,903          4,740,695                0
                                                                 ----------------  ----------------  ---------------
                                                                         389,981          6,629,439        2,793,966
                                                                 ----------------  ----------------  ---------------
Expenses
   Property operating expenses                                           226,707            624,679          909,204
   Interest expense                                                       54,211            599,080        1,089,115
   Depreciation                                                           83,878            349,056          534,264
   Property taxes                                                         47,647            140,382          214,362
   Bad debt expense                                                            0             82,640           31,349
   Loss on impairment of rental properties                                     0          1,781,000                0
   Abandoned property expense                                             27,303                  0                0
                                                                 ----------------  ----------------  ---------------
                                                                         439,746          3,576,837        2,778,294
                                                                 ----------------  ----------------  ---------------
      Net (loss) income                                          $       (49,765)  $      3,052,602  $        15,672
                                                                 ================  ================  ===============
Net (loss) income allocated to general partners                  $        (2,488)  $        152,630  $           783
                                                                 ================  ================  ===============
Net (loss) income allocated to limited partners                  $       (47,277)  $      2,899,972  $        14,889
                                                                 ================  ================  ===============
Net (loss) income per limited partner unit                       $         (4.43)  $         272.17  $          1.39
                                                                 ================  ================  ===============
Distributions per limited partner unit                           $        255.73   $         523.83  $         20.00
                                                                 ================  ================  ===============
Weighted average limited partner units outstanding                        10,655             10,655           10,655
                                                                 ================  ================  ===============
RM80</TABLE>


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

                                       17


<PAGE>
<PAGE>



FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL
years ended December 31, 1997, 1996, and 1995


<TABLE>
<CAPTION>

                                                                       GENERAL           LIMITED
                                                                       PARTNERS          PARTNERS             TOTAL
                                                                   ----------------  ----------------  ----------------
<S>                                                                <C>               <C>               <C>
Balances, December 31, 1994                                        $     (163,312)   $     5,849,005   $     5,685,693

   Cash distributions                                                     (11,216)          (213,100)         (224,316)

   Net income                                                                 783             14,889            15,672
                                                                   ----------------  ----------------  ----------------
Balances, December 31, 1995                                              (173,745)         5,650,794         5,477,049

   Cash distributions                                                     (18,506)        (5,581,363)       (5,599,869)

   Net income                                                             152,630          2,899,972         3,052,602
                                                                   ----------------  ----------------  ----------------
Balances, December 31, 1996                                               (39,621)         2,969,403         2,929,782

   Cash distributions                                                      (9,223)        (2,724,803)       (2,734,026)

   Net loss                                                                (2,488)           (47,277)          (49,765)

   Contribution receivable from General Partners                           51,332                  0            51,332
                                                                   ----------------  ----------------  ----------------
Balances, December 31, 1997                                        $            0    $       197,323   $       197,323

</TABLE>


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


                                       18



<PAGE>
<PAGE>



FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
years ended December 31, 1997, 1996 and 1995

RM132<TABLE>
<CAPTION>
                                                                        1997              1996              1995
                                                                   ----------------  ----------------  ----------------
<S>                                                                <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) income                                               $      (49,765)   $     3,052,602   $        15,672
   Adjustments to reconcile net (loss) income to net cash
        provided by operating activities
      Gain on sale of rental property                                      (2,903)        (4,740,695)                0
      Loss on impairment of rental property                                     0          1,781,000                 0
      Loss on abandonment of property                                      27,303                  0                 0
      Depreciation                                                         83,878            349,056           534,266
      Amortization of loan costs                                           20,050             26,375            74,372
      (Increase) decrease in:
        Accounts receivable, trade                                        (19,328)            33,234            21,811
        Notes receivable                                                   44,877              7,977            35,865
        Prepaid expenses and other                                         14,391            118,217            63,207
      Increase (decrease) in:
        Accounts payable, trade and accrued expenses                       37,295           (144,904)          (52,022)
        Customer and security deposits                                    (53,825)          (128,655)          (14,116)
                                                                   ----------------  ----------------  ----------------
        Net cash provided by operating activities                         102,783            354,207           679,055
                                                                   ----------------  ----------------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Improvements to rental properties                                       (2,400)            (3,750)         (143,400)
   Proceeds from the sale of rental property                            2,547,879         13,469,904                 0
                                                                   ----------------  ----------------  ----------------
        Net cash provided by (used in) investing activities             2,545,479         13,466,154          (143,400)
                                                                   ----------------  ----------------  ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on notes and mortgages payable                       (5,998)        (8,116,147)         (220,169)
   Loan origination fees paid                                                   0                  0           (36,970)
   Partner distributions paid                                          (2,682,694)        (5,599,869)         (224,316)
                                                                   ----------------  ----------------  ----------------
        Net cash used in financing activities                          (2,688,692)       (13,716,016)         (481,455)
                                                                   ----------------  ----------------  ----------------
Net (decrease) increase in cash and cash equivalents                      (40,430)           104,345            54,200

Cash and cash equivalents at beginning of year                            251,866            147,521            93,321
                                                                   ----------------  ----------------  ----------------
Cash and cash equivalents at end of year                           $      211,436    $       251,866   $       147,521
                                                                   ================  ================  ================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
      INFORMATION:
   Cash paid during the year for interest on borrowings            $       54,211    $       576,364   $     1,089,310
                                                                   ================  ================  ================

</TABLE>

NONCASH INVESTING AND FINANCING ACTIVITIES:
  During 1997, approximately $255,000 of selling expenses were deducted from
  the proceeds of the Broadway Medical and Manatee West sales.

  In 1997, the Partnership deeded rental property to the first motgage holder
  in lieu of foreclosure.  As a result, rental property and mortgages payable
  decreased by $2,474,212.

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

                                       19



<PAGE>
<PAGE>

FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS


1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

       ORGANIZATION

          Florida Income Fund II, Limited Partnership (the Partnership) was
          formed on March 26, 1986, by the filing of a Certificate and
          Agreement of Limited Partnership (Partnership Agreement) under the
          laws of the State of Ohio. The general partners, MCD Real Estate,
          Inc. (MCD) and Mariner Capital Management, Inc. (MCM), also the
          managing general partner, contributed $20,000 and the initial
          limited partner contributed $5,000 in the initial capitalization of
          the Partnership. The Partnership was formed for the purpose of
          investing in a diversified portfolio of income-producing commercial
          and residential real estate properties located in Florida.

          The Partnership purchased Heritage Square, Manatee West, Pinebrook
          Commons, Town Center (four retail shopping centers), Laurel Center
          and Broadway Medical Center (two medical complexes). During 1994,
          the Partnership deeded the Laurel Medical Center assets and assigned
          all rents to Ohio National Life Insurance Company in lieu of
          foreclosure and full satisfaction of the loan outstanding on the
          property in the amount of $1,342,727. The Partnership sold Heritage
          Square in January 1996, Town Center in June 1996, Broadway Medical in
          May 1997, and Manatee West in June 1997.  In addition, the
          Partnership deeded Pinebrook Commons to Allstate Insurance Company
          in lieu of foreclosure in November 1997.  (See Note 7.)

       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          A summary of the significant accounting policies of the Partnership
          follows:

          RENTAL INCOME: The Partnership leases space in its retail centers.
          These leases range from one to 15 years and include provisions for
          minimum rent increases at stated amounts or the Consumer Price
          Index. Rental income is recognized by amortizing the total contract
          minimum rent on a straight-line basis over the life of the lease.
          The difference between rental income recognized and actual rental
          receipts is accumulated as deferred rent incentives and included as
          prepaid expenses and other in the accompanying balance sheets.

          ALLOCATION OF NET INCOME: In accordance with the Partnership
          Agreement, net income (loss), prior to recoupment (as defined in the
          prospectus) of the partners' original capital investment, is
          allocated five percent (5%) to the general partners and ninety-five
          percent (95%) to the limited partners as a class. Subsequent to
          recoupment, income (loss) is allocated twenty percent (20%) to the
          general partners and eighty percent (80%) to the limited partners as
          a class.

                                       20


<PAGE>
<PAGE>




NOTES TO FINANCIAL STATEMENTS, CONTINUED


1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

          RENTAL PROPERTIES: Rental properties are carried at cost, less
          accumulated depreciation.  Depreciation is computed principally under
          the straight-line method over the estimated useful lives of the
          assets. Repairs and maintenance are included in operating expenses
          and improvements are capitalized.

          Upon the sale or retirement of depreciable assets, the cost and
          related accumulated depreciation are removed from the accounts and
          the difference between the carrying value and any proceeds realized
          on sale is included in the determination of net income (loss).

          Financial Accounting Standards Board (FASB) Statement of Financial
          Accounting Standards No. 121, "Accounting for the Impairment of
          Long-Lived Assets to be Disposed of" (SFAS 121). requires that
          long-lived assets and certain identifiable intangibles to be held
          and used be reviewed for impairment whenever events or changes in
          circumstances indicate that their carrying amount may not be
          recoverable. In assessing recoverability, estimates of future cash
          flows expected to result from the use of the asset and its eventual
          disposition should be used. If the sum of the expected future cash
          flows (undiscounted and without interest charges) is less than the
          carrying amount of the asset, an impairment loss should be recognized
          based on the value of the asset. SFAS 121 is effective for financial
          statements for fiscal years beginning after December 15, 1995 with
          earlier application encouraged.  A loss on impairment of the
          Pinebrook Commons, Manatee West and Broadway Medical properties of
          $272,000, $939,000 and $570,000, respectively, was recognized in the
          year ended December 31, 1996.

          TENANT REIMBURSEMENTS: Common area maintenance, property tax and
          utilities expenses for the rental properties are reimbursed to the
          fund through tenant assessments. These costs are included in
          property operating expenses and property tax expense.

          DEFERRED LOAN COSTS: Loan costs incurred from financing and
          refinancing the various property acquisitions have been capitalized
          at cost and are being amortized over the lives of the related loans.
          Amortization of loan costs is included with interest expense in the
          income statements.

          INCOME TAXES: The accompanying financial statements do not show a
          provision or liability for Federal or State income taxes because the
          partners are taxed individually on their share of Partnership
          earnings.

          WEIGHTED AVERAGE NUMBER OF LIMITED PARTNER UNITS OUTSTANDING.  Net
          (loss) income and distributions per limited partner unit are
          calculated based upon the weighted average number of units of
          limited partnership interest outstanding for the years ended
          December 31, 1997, 1996 and 1995.

          CASH EQUIVALENTS: For purposes of the statement of cash flows, the
          Partnership considers all highly liquid investments with a maturity
          of three months or less to be cash equivalents.


                                       21


<PAGE>
<PAGE>




1.     ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

          FAIR VALUE OF FINANCIAL INSTRUMENTS: Statement of Financial
          Accounting Standards No. 107, "Disclosures About Fair Value of
          Financial Instruments," requires that the Partnership disclose
          estimated fair values of financial instruments. The recorded value
          for cash and cash equivalents approximates fair value because of the
          short maturity of these instruments.

          MANAGEMENT'S USE OF ESTIMATES: The preparation of financial
          statements in conformity with generally accepted accounting
          principles requires management to make estimates and assumptions
          that affect the reported amounts of assets and liabilities and
          disclosure of contingent assets and liabilities at the date of the
          financial statements and the reported amounts of revenues and
          expenses during the reporting period. Actual results could differ
          from those estimates.



2.     RENTAL PROPERTIES:

       Rental properties consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                                                            1997              1996
                                                                                     ----------------  ----------------
        <S>                                                                          <C>               <C>
        Land                                                                         $             0   $     3,291,700
        Buildings and improvements                                                                 0         5,513,964
        Loss on impairment of asset                                                                0        (1,781,000)
                                                                                     ----------------  ----------------
                                                                                                   0         7,024,664
        Accumulated depreciation                                                                   0        (1,895,885)
                                                                                     ----------------  ----------------
        Rental properties, net                                                       $             0   $     5,128,779
                                                                                     ================  ================

RM80</TABLE>

       Depreciation expense was $83,878, $349,056 and $534,264 for the
       years ended December 31, 1997, 1996 and 1995, respectively.


                                       22


<PAGE>
<PAGE>


NOTES TO FINANCIAL STATEMENTS, CONTINUED

3.     INTANGIBLE ASSETS:

       Intangible assets at December 31 are as follows:

<TABLE>
<CAPTION>
                                                  1997              1996
                                                  ----------------  ----------------
        <S>                                       <C>               <C>
        Deferred loan costs                       $            0    $        60,150
        Accumulated amortization                               0            (40,100)
                                                  ----------------  ----------------
                                                  $            0    $        20,050
                                                  ================  ================
</TABLE>

       Certain loan costs became fully amortized during the years ended
       December 31, 1997, 1996 and, therefore, were written off.  Amortization
       expense was $20,050, $26,915 and $74,372 for the years ending December
       31, 1997, 1996 and 1995, respectively.

4.     ACCRUED EXPENSES:

       Accrued expenses at December 31 are as follows:

<TABLE>
<CAPTION>
                                                  1997              1996
                                                  ----------------  ----------------
        <S>                                       <C>               <C>
        Tax preparation                           $       16,500    $             0
        Audit fees                                        15,500                  0
        Accounting fees                                   11,500                  0
        Legal                                              3,794                  0
        Other                                              6,500             10,486
                                                  ----------------  ----------------
                                                  $       53,794    $        10,486
                                                  ================  ================
</TABLE>



                                       23



<PAGE>
<PAGE>


NOTES TO FINANCIAL STATEMENTS, CONTINUED


5.     NOTES AND MORTGAGES PAYABLE:

       Notes and mortgages payable consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                                                            1997              1996
                                                                                     ----------------    --------------
        <S>                                                                          <C>                 <C>
      Mortgages payable to life insurance companies:

           Monthly payments of $20,061 including interest at 8.75%,
              principal balloon payment of approximately $2,442,320
              due August 1998.                                                       $            0      $     2,480,210
                                                                                     ----------------    ---------------
                                                                                                  0            2,480,210
           Less current maturities                                                                 0             (24,510)
                                                                                     ----------------    ---------------
                                                                                     $            0      $     2,455,700
                                                                                     ================    ===============
</TABLE>



                                       24


<PAGE>
<PAGE>


NOTES TO FINANCIAL STATEMENTS, CONTINUED


6.     RELATED PARTY TRANSACTIONS:

       The Partnership participated in the following related party
       transactions:

          The general partners and their affiliates are entitled to receive
          compensation for leasing and managing the properties in an amount
          not to exceed 6% of gross revenues produced by commercial
          Partnership properties. For the years ending December 31, 1997, 1996
          and 1995, the general partners and their affiliates received fees of
          $6,757, $34,769 and $175,411, respectively.

          The general partners and their affiliates are also entitled to
          reimbursement of costs (including amounts of any salaries paid to
          employees and officers of a general partner or its affiliates)
          directly attributable to the operation of the Partnership which
          could have been performed by independent parties. Expenses amounting
          to $31,200, $52,792 and $259,916 were incurred during the years
          ending December 31, 1997, 1996 and 1995, respectively, of which
          $2,600, $1,359 and $13,375 were included in accounts payable and
          $11,500, $0, and $0 were included in accrued expenses for the years
          ending December 31, 1997, 1996, and 1995, respectively.

          The receivable from General Partners as of December 31, 1997
          represents management's estimate of funds to be contributed by
          the General Partners in connection with liquidation of the
          Partnership.  (See Note 7.)

7.     PROPERTY DISPOSITIONS:

           The Partnership sold Broadway Medical Center to an unrelated third
           party on May 21, 1997 at a price of $600,000.  The sale generated
           approximately $500,000 which was available for distribution to
           partners.

           The Partnership sold Manatee West Shopping Center to an unrelated
           third party on June 16, 1997 at a price of $2,240,000.  The sale
           generated approximately $2,050,000 which was available for
           distribution to the partners.

           The Partnership deeded Pinebrook Commons to the first mortgage
           holder, in lieu of foreclosure, on November 16, 1997.  This decision
           was made in order to eliminate monthly negative cash flow of
           approximately $10,000.  The loan was a non-recourse loan with
           liability limited to the net value of Pinebrook Commons and, as
           such, did not have a detrimental effect on the other Partnership
           assets.

           As a result of the sales of Manatee West and Broadway Medical and
           the foreclosure of Pinebrook Commons during 1997, the Partnership
           has no remaining properties or debt for fiscal year 1998.  Pursuant
           to the partnership agreement, the Managing General Partner intends
           to commence liquidation of the Partnership in 1998.  The
           remaining assets of the Partnership will be used to satisfy costs
           of liquidating the Partnership and any residual cash will be
           distributed to the limited partners in 1998.





                                       25


<PAGE>
<PAGE>


REPORT OF INDEPENDENT ACCOUNTANTS


Our report on the financial statements of Florida Income Fund II, Limited
Partnership, is included on page 15 of this Form 10-K. In connection with our
audits of such financial statements, we have also audited the related
financial statement schedule listed in the index on page 36 of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.


                                                COOPERS & LYBRAND L.L.P.




Tampa, Florida
March 10, 1998


                                       26

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                                                   SCHEDULE III
                                      REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                 DECEMBER, 31, 1997

  COL. A                   COL. B             COL. C                  COL. D                          COL. E


                                                                 COST CAPITALIZED               GROSS AMT AT WHICH
                                           INITIAL COST            SUBSEQUENT TO                 CARRIED AT CLOSE
                                          TO PARTNERSHIP            ACQUISITION                       OF PERIOD
                                          --------------         ----------------               ------------------

                                                BLDGS. &     IMPROVE-   CARRYING              BLDGS &
DESCRIPTION          ENCUMBRANCES  LAND        IMPROVEMENTS  MENTS      COSTS     LAND        IMPROVEMENTS      TOTAL
-----------          ------------  ----------  ------------  ---------  --------  ----        ------------      -----
<S>                  <C>          <C>           <C>          <C>        <C>       <C>        <C>              <C>
TOTALS               $         0  $        0    $        0    $      0   $ 0       $        0  $         0      $   0
                     ===========  ==========    ==========    ========   ====       ==========  ===========      =====
</TABLE>

<TABLE>
<CAPTION>
  COL. A                   COL. F         COL. G       COL. H       COL. I

                                                                 LIFE IN WHICH
                                                                DEPRECIATION IN
                                                                 LATEST INCOME
                         ACCUMULATED      DATE OF       DATE     STATEMENT IS
DESCRIPTION              DEPRECIATION  CONSTRUCTION   ACQUIRED     COMPUTED
-----------              ------------  ------------   --------  ---------------
<S>                       <C>              <C>        <C>          <C>
TOTALS                    $        0
                          ==========
<FN>

SEE ACCOMPANYING NOTES TO SCHEDULE III


</FN>
</TABLE>

                                       27

<PAGE>
<PAGE>


                   FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                              NOTES TO SCHEDULE III
                                DECEMBER 31, 1997
                    REAL ESTATE AND ACCUMULATED DEPRECIATION


Balance as of 12/31/94                                             $19,889,834

    Additions During 1995:

         Acquisitions through foreclosures                    0
         Other Acquisitions                             143,398
         Improvements, etc.                                   0
         Other                                                0        143,398
                                                     ----------   ------------
Balance as of 12/31/95:                                             20,033,232

    Additions During 1996:

         Acquisitions through foreclosures                   0
         Other acquisitions                              3,750
         Improvements, etc.                                  0
         Cost of real estate sold                  (11,231,318)
         Impairment of value                       ( 1,781,000)    (13,008,568)
                                                  -------------   -------------
Balance as of 12/31/96                                               7,024,664

    Additions during 1997:

         Improvements, etc.                               2,400
         Cost of real estate sold/deeded             (7,024,664)    (7,024,664)
                                                   -------------   ------------

Balance as of 12/31/97                                              $        0
                                                                    ===========

                                       28

<PAGE>
<PAGE>


                   FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                              NOTES TO SCHEDULE III
                                DECEMBER 31, 1997
                    REAL ESTATE AND ACCUMULATED DEPRECIATION


Balance as of 12/31/94                                               $3,514,674

    Depreciation expense for 1995                     534,264           534,264
                                                  -----------       -----------
Balance as of 12/31/95                                                4,048,938

    Accumulated depreciation on
    disposal of fixed assets                       (2,502,109)

    Depreciation expense for 1996                     349,056        (2,153,053)
                                                  ------------      ------------
Balance as of 12/31/96                                                1,895,885

    Depreciation expense for 1997                      83,878

    Accumulated depreciation disposal of
    fixed assets                                   (1,979,763)       (1,895,885)
                                                  ------------      ------------
Balance as of 12/31/97                                              $         0
                                                                    ============


                                       29

<PAGE>
<PAGE>


                   FLORIDA INCOME FUND II LIMITED PARTNERSHIP
                              NOTES TO SCHEDULE III
                                DECEMBER 31, 1997
                    REAL ESTATE AND ACCUMULATED DEPRECIATION



No longer applicable.








                                       30

<PAGE>
<PAGE>


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         (A) AND (B) IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

The Partnership, as an entity, does not have any directors or officers. The
Managing General Partner is Mariner Capital Management, Inc. (located at 12800
University Dr., Ste. 675, Fort Myers, Florida 33907), a Florida corporation
formed for the purpose of becoming the general partner in limited partnerships
formed principally to invest in real estate. The Managing General Partner is a
wholly owned subsidiary of The Mariner Group, Inc., an Ohio corporation
(referred to herein as "Mariner Group"). The executive officers/directors of
the Managing General Partner as of December 31, 1997, were as follows: Robert
M. Taylor, Timothy R. Bogott, Allen G. Ten Broek and Joe K. Blacketer.

Mr. Taylor and Mr. Bogott have served as officers of the Mariner Capital
Management, Inc., since its incorporation on July 11, 1983. Allen G. Ten Broek
replaced Lawrence A. Raimondi as President as of December 31, 1997.  Subsequent
to December 31, 1997, Mr. Blacketer resigned as Secretary/Treasurer.  He was
replaced in the capacity by Elaine Hawkins.

MCD Real Estate, Inc. (located at 800 Superior Avenue, Suite 2100, Cleveland,
Ohio 44114) (referred to herein as "MCD") is a Co-General Partner. MCD is an
Ohio corporation and a wholly owned subsidiary of McDonald & Company
Securities, Inc., the Managing Dealer of the offering. McDonald & Company
Securities, an Ohio corporation, is a wholly owned subsidiary of McDonald &
Company Investments, Inc., a publicly-traded Delaware corporation listed on
the New York Stock Exchange. MCD was formed in February of 1981 for the
principal purpose of becoming the general partner of limited partnerships
formed to provide equity financing for various real estate projects. The
directors and officers of MCD as of December 31, 1997, were as follows: James
C. Redinger, Thomas M. O'Donnell and Richard R. Cundiff.

         (C) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES

         Not applicable

         (D) FAMILY RELATIONSHIP

         Not applicable


                                       31

<PAGE>
<PAGE>


         (E) BUSINESS EXPERIENCE

         ROBERT M. TAYLOR: Age 56, is Chairman of the Board and a Director of
         the Managing General Partner. He founded Mariner Group in 1971 and
         served as its President until his election as Chairman and Chief
         Executive Officer of Mariner Group in 1979. He also serves as an
         officer or director of various other Affiliates of Mariner Group. Mr.
         Taylor is a Director of Acme-Cleveland Corporation, Cleveland, Ohio, a
         manufacturer of machine tools; Barnett Bank of Fort Myers, Fort Myers,
         Florida; MIL- COM Electronics Corporation, San Antonio, Texas; Florida
         Council of 100; the Fort Myers Chamber of Commerce, and Chairman of
         the Business Development Corporation of Southwest Florida, Fort Myers,
         Florida. Since 1971, Mr. Taylor has directed the completion of over 30
         real estate developments in Lee County, Florida. Prior to 1971, Mr.
         Taylor was a management consultant employed by McKinsey & Company,
         Inc., Cleveland, Ohio.

         TIMOTHY R. BOGOTT: Age 51, is a Director and the former President of
         the Managing General Partner. He was involved in all aspects of the
         organization and management of Florida Income Fund, L.P., Florida
         Income Fund II and Florida Income Fund III until January 1994 when he
         became President of South Seas Resorts Company. He joined Mariner
         Group in 1976 and has held the positions of Project Manager and
         Director of Administration and Secretary/Treasurer. Prior to 1976, Mr.
         Bogott was employed as an Assistant Vice President of Palmetto Federal
         Savings and Loan Association, Fort Myers, Florida (1974-1976) and held
         various management positions with the First National Bank of Fort
         Myers (1970-1974). Mr. Bogott was elected Secretary/Treasurer of
         Mariner Group in 1979 and Vice President -Finance in 1983. Mr. Bogott
         is also President of Mariner Capital Investment Corporation and is an
         officer or director of various other Affiliates of Mariner Group.

         ALLEN G. TEN BROEK: Age 57, Mr. Ten Broek became President of Mariner
         Capital Management, Inc. on December 31, 1997.  Mr. Ten Broek is also
         President and CEO of The Mariner Group, Inc., a position in which he
         served from 1979 to 1992, and again since October 1995.  The Mariner
         Group is an asset management, business development and real estate
         development company.  From 1992 to 1995 Mr. Ten Broek was the Vice
         Chairman and Managing Executive of Hilton Grand Vacations Company, a
         timeshare development and operations company affiliated with Hilton
         Hotels.  Mr. Ten Broek is an original shareholder of The Mariner
         Group, Inc. and has been a director of The Mariner Group, Inc. since
         1973.  Mr. Ten Broek is the Chairman Emeritus of the Florida Shore
         and Beach Preservation Association and Chairman of the American
         Coastal Coalition.  He is a former director of two local banks and
         a founding director of Community Bank of the Islands.  Mr. Ten Broek
         is an officer and director of various other Mariner affiliates.  Mr.
         Ten Broek is a graduate of the University of Wisconsin.  He worked
         for ten years in various executive positions with AT&T prior to
         joining Mariner.

         JOE K. BLACKETER:  Age 45 was the Secretary/Treasurer of the Managing
         General Partner at December 31, 1997. Mr. Blacketer has been a
         Certified Public Accountant since 1983. He is a member of the American
         Institute of Certified Public Accounts (AICPA), and a member of the
         Florida Institute of Certified Public Accountants (FICPA). Mr.
         Blacketer joined Mariner Group in 1983. Mr. Blacketer was employed by
         Coopers & Lybrand, CPA's (1979-1983) prior to that time.

         ELAINE HAWKINS: Age 45, is the Vice President/Treasurer of the
         Managing General Partner.  She joined the Mariner Group in 1980 as
         the Director of Risk Management for all of the affiliated entities.
         In 1988 she became the President of South Seas and Captiva
         Properties, Inc., an affiliated real estate firm.  She holds
         licenses as a real estate broker, and in property, casualty, life
         and health insurance.  Prior to joining the company she was
         employed by Liberty Mutual Insurance Company in commercial sales.

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         JAMES C. REDINGER: Age 61. Mr. Redinger joined McDonald & Company (a
         partnership that transferred all of its assets to McDonald & Company
         Securities, Inc.) in March 1974, becoming a partner in 1977, working
         in the area of corporate underwriting and syndication of real estate
         and oil and gas ventures. He has had extensive experience in site
         selection, cost projections of both commercial and residential real
         estate projects and the syndication of such projects through limited
         partnerships. Mr. Redinger has served as Chairman of the District Nine
         Committee of the National Association of Securities Dealers, Inc., is
         a Vice President and a Director of MCD Oil and Gas Company, Inc., a
         Director of McDonald & Company Venture Capital, Inc., a Director of
         McDonald & Company Securities, Inc., and a Managing Director of
         McDonald & Company Securities, Inc.

         THOMAS M. O'DONNELL: Age 62. Mr. O'Donnell joined McDonald & Company
         in 1965 in the Corporate Finance Department. Mr. O'Donnell became a
         partner of McDonald & Company in 1968 and has been a member of its
         Policy Committee since 1971. Mr. O'Donnell is a Chartered Financial
         Analyst and a member of the Cleveland Society of Security Analysts.
         Mr. O'Donnell is a director of Seaway Food Town, Inc., Maumee, Ohio, a
         grocery retailer. Mr. O'Donnell is Chief Executive Officer and
         Chairman of the Board of McDonald & Company Investments, Inc., Chief
         Executive Officer and Chairman of the Board of McDonald, which
         operates an insurance agency; a Director of MCD Oil & Gas Company,
         Inc., a Director of McDonald & Company Venture Capital, Inc.; and a
         Director of McDonald Financial Services.

         RICHARD R. CUNDIFF, III: Age 38. Mr. Cundiff joined McDonald & Company
         in December 1982 and has assisted in the development of the Real
         Estate and Specialty Finance Department. Specializing in real estate
         and oil and gas investment banking, his responsibilities include
         structuring, marketing and monitoring investments in these particular
         areas. Mr. Cundiff is a First Vice President of McDonald & Company.

         (F) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

         No director or officer of the Managing General Partner was involved in
         any event during the past five years which would be responsive to this
         question.







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ITEM 11. EXECUTIVE COMPENSATION

         (A) CURRENT REMUNERATION OF GENERAL PARTNERS, THEIR DIRECTORS AND
         OFFICERS

         No direct remuneration was paid or payable by the Partnership for the
         period ended December 31, 1997, to directors or officers of the
         General Partners.

         In accordance with the Partnership Agreement, net income or loss,
         prior to recoupment or the partner's original capital investment, is
         allocated five percent (5%) to the General Partners and ninety-five
         percent (95%) to the Limited Partners as a class. Subsequent to
         recoupment, income or loss is allocated twenty percent (20%) to the
         general partners and eighty percent (80%) to the limited partners as a
         class.

         The General Partners and their affiliates are entitled to
         reimbursement of the actual cost to the General Partners or their
         affiliates of goods, materials and services used for or by the
         Partnership and obtained from unaffiliated entities and also the cost
         of services performed by officers and employees of the General
         Partners and their affiliates which could be performed directly for
         the Partnership by independent parties. Expenses amounting to
         $31,200, $52,792 and $259,916 have been charged for the years ending
         December 31, 1997, 1996 and 1995, of which $2,600 and $1,359 were
         included in accounts payable at December, 31, 1997, and 1996,
         respectively. A portion of this amount is for the payment of insurance
         premiums which are collected by Mariner Group, Inc. (for all Mariner
         affiliates) and paid to the carrier on behalf of Florida Income Fund
         II. The balance is for reimbursement for on- site property management
         personnel and for reimbursement of other costs for services performed
         by the general partner or affiliates which the Partnership would be
         required to pay to third parties for comparable services in the same
         geographical location

         The General Partners and their affiliates are entitled to receive
         compensation for leasing and management fees in an amount not to
         exceed 5% of gross revenues from residential partnership properties or
         6% of gross revenues produced by commercial partnership properties.
         Management fees totaling $6,757, $34,769 and $175,411 were paid to
         the Managing General Partner or its affiliates for the years ending
         December 31, 1997, 1996 and 1995, respectively.

         (B) PROPOSED REMUNERATION

         Except for the payment of acquisition fees and the allocation of net
         income or loss as described above, the Partnership has no ongoing plan
         or arrangement to compensate the persons and entities named above.
         However, the Managing General Partner or its affiliates may receive
         leasing and management fees in connection with the management of the
         Partnership's properties, subject to the limitations described herein
         below.


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         The Managing General Partner or its affiliates are entitled to receive
         property management fees not to exceed 6% of the gross revenues from
         commercial properties and 5% from residential properties. Other
         expenses attributable to the operation of the Partnership may be
         reimbursed to the General Partners or affiliates of the Managing
         General Partner.

         The Managing General Partner or its affiliates are entitled to one
         half of the commissions paid as a result of the sale of Partnership
         properties based on property sales prices, in an amount not to exceed
         3% of such prices and subordinated to the right of the Limited
         Partners to receive aggregate cash distributions from the Partnership
         equal to their adjusted capital contribution plus the applicable
         preference amount.

         (C) REMUNERATION OF DIRECTORS

         None.

         (D) OPTIONS, WARRANTS AND RIGHTS

         The Registrant has granted no options, warrants or rights.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

No person is known to the Partnership to be the beneficial owner of over 5% of
the outstanding Partnership units. For information on net income or loss
allocation see Item 11. (A).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

See Note 5, Related Party Transactions in Notes to the Financial Statements, on
page 24 in Item 8.


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                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (A) 1. FINANCIAL STATEMENT SCHEDULES

         The following Financial Statement Schedules of the Partnership are
included in Part II, Item 8:

                                                                          PAGE
                                                                          ----
                 Report of Independent Accountants                          15

                 Balance Sheets as of December 31, 1997 and 1996            16

                 Statements of Income for the years ended
                 December 31, 1997, 1996 and 1995                           17

                 Statements of Partners' Capital for the years
                 ended December 31, 1997, 1996 and 1995                     18

                 Statements of Cash Flows for the years ended
                 December 31, 1997, 1996 and 1995                           19

                 Notes to Financial Statements                         20 - 25

                 Report of Independent Accountants on Schedule III          26

                 Schedule III Real Estate and Accumulated Depreciation 27 - 30

                 Schedules Omitted:

                 Other schedules have been omitted because of the absence of
                 conditions under which they are required or because the
                 required information is included in the Financial Statement
                 and Notes thereto.

          (A) 2. EXHIBITS

                 27    Financial Data Schedule (for SEC use only)

          (A) 3. REPORTS ON FORM 8-K

                 The Partnership reported on Form 8-K dated November 19, 1997
                 that Pinebrook Commons was deeded to the first mortgage holder
                 in lieu of foreclosure.


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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

                                FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                                (Registrant)
                                March 30, 1998

                                By: /s/ ALLEN G. TEN BROEK
                                    ----------------------------------------
                                    ALLEN G. TEN BROEK
                                    President, Director and CEO
                                    Mariner Capital Management, Inc.
                                    (Principal Executive Officer)

                                By: /s/ ELAINE HAWKINS
                                    ----------------------------------------
                                    ELAINE HAWKINS
                                    Mariner Capital Management, Inc.
                                    (Principal Financial and Accounting Officer)

                                       37