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, 1996

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.



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                   FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                                FORM 10-K - 1996
                       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 - 14

         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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                                     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.

                                       3



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ITEM 2. PROPERTIES

The Partnership has 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. At year end 1996
     and 1995 the property was 67% and 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 has entered into a contract to sell Broadway Medical
     Center to an unrelated third party for a price less then the carrying
     value of the property.  Accordingly, a loss on impairment has been
     recognized at December 1996.  The sale is scheduled to occur in the second
     quarter of 1997, however, there can be no assurance that the transaction
     will be completed.  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 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 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
                                                             ==========

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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).

     When purchased, the center was 75% occupied. As of December 31, 1995
     the property was 82% occupied. The 82% figure for 1995 includes a 20,000
     sq. ft. grocery store which has vacated, however, the lessee is obligated
     under the lease to pay rent through 2005.


                                       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 property was 67% and 71% occupied at December 31, 1996 and 1995.

     The partnership has entered into a contract to sell Manatee West to an
     unrelated third party at a price less than the carrying value of the
     property.  Accordingly, a loss on impairment has been recognized at
     December, 1996.  The sale is scheduled to close in the second quarter of
     1997, however, there can be no assurance that the transaction will be
     completed.

     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
     is 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. As of December
     31, 1995, the property was 93% occupied.

     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 1/30/96.

     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.

     When purchased, the property was 97% occupied. As of December 31, 1996 and
     1995, the property was 88% and 97% occupied.  During 1996, a loss on
     impairment has been recognized on Pinebrook Commons of $272,000 to
     reflect the current net realizable value of the property.


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,
1996, there were 623 Limited Partners.

The Partnership commenced paying quarterly cash distributions in January 1987.
During 1996, 1995 and 1994, the total cash distributions were $5,599,869,
$224,316 and $504,711, 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 operating cash produced by the Partnership
and the net proceeds from the potential property sales on a quarterly basis
in 1997.

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

                                                 1996          1995          1994         1993          1992
                                              ---------    -----------   -----------   -----------   -----------
<S>                                           <C>          <C>           <C>           <C>           <C>
Operating revenues (including
interest of $31,150, $4,103, $2,168,
$8,199, $11,780 for 1996, 1995,
1994, 1993, and 1992)                         $ 6,629,439  $ 2,793,966   $ 3,219,726   $ 3,552,989   $ 3,325,846

Net income                                    $ 3,052,602  $    15,672   $   263,783   $   433,495   $   330,161

Net income per weighted average
Limited Partnership unit                      $    272.17  $      1.39   $     23.52   $     38.65   $     29.44

Total assets                                  $ 5,491,967  $16,428,940   $16,923,891   $18,709,023   $19,454,467

Mortgages and notes payable                   $ 2,480,210  $10,596,357   $10,816,526   $12,375,950   $12,868,246

Distributions to Limited Partners             $ 5,581,363  $   213,100   $   479,475   $   788,442   $   889,714

Distributions per Limited
Partnership unit                              $    523.83  $     20.00   $     45.00   $     74.00   $     83.50

Partners' equity                              $ 2,929,782  $ 5,447,049   $ 5,685,693   $ 5,926,621   $ 6,323,065

Book value per Limited
Partnership unit                              $    278.69  $    530.34   $    548.94   $    570.43   $    605.77
</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 - The principal sources of the Partnership's liquidity are income on
commercial real estate purchased for the Partnership's portfolio (as described
in Results of Operations), and the cash reserves held in interest-bearing
accounts.

The Managing General Partner has prepared sales packages on all of the
properties and has offered all of the properties for sale.  A sale of all or
some of the properties would increase cash to the Partnership, however, future
cash flow from operations would decline due to any property sales.

On January 16, 1996, the partnership sold Heritage Square Shopping Center for
$1,950,000. The sale produced net proceeds of $1,852,000. From that amount,
approximately $594,000 was used to pay off a loan which was collateralized by
a second mortgage on Town Center, Heritage Square and Broadway Medical. The
remaining funds were used to pay down additional debt.

The partnership had a loan from a life insurance company in the approximate
amount of $1,700,000 which was due on April 1, 1996. It was collateralized by a
first mortgage on Manatee West. The general partner negotiated with the
lender an extension of the maturity date until June 1, 1996.  The proceeds from
the sale of Town Center were available to fully pay off the remaining balance
in June, 1996.

The partnership had a loan in the approximate amount of $5,787,000 which was
due on September 6, 1996. It was collateralized by a mortgage on Town Center
and Broadway Medical. This loan was paid from proceeds from the sale of
Town Center.

The sale of the properties would result in reductions in partnership debt
and an increase in capital distributions to the limited partners in 1997. It
would also result in a reduction in partnership assets and revenues which
would have a negative effect on future distributions.

CAPITAL RESOURCES - As of December 31, 1996, the Partnership had $251,866 in
cash and interest-bearing deposits.

Land and buildings (net of accumulated depreciation of $1,895,885 and provision
for impairment of $1,781,000) are carried at $5,128,779 at December 31, 1996.

The Partnership paid $3,750 for capital improvements in 1996. Factors that
could effect the level of capital expenditures are unexpected vacancies,
unanticipated capital improvements and general property conditions.

                                       10



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RESULTS OF OPERATIONS

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.


                                       11



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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 occuring 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.


                                     12
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COMPARISON OF THE FISCAL YEARS ENDED DECEMBER 31, 1994 AND 1993

During the years ended December 31, 1994 and 1993, the Partnership's principal
sources of revenue were rental income of $2,609,123 and $2,897,522, interest
income of $2,168 and $8,199 and expense reimbursements from tenants of $608,435
and $647,268. Total revenue decreased by $288,399 due to the following
conditions:

Broadway Medical increased $8,496, Laurel Medical Center decreased $165,422,
Pinebrook Commons decreased $65,332, Town Center decreased $45,823, Heritage
Square decreased $33,361 and Manatee West increased $13,043. Broadway Medical's
rent increase was due to stated rent increases in the leases. Laurel Medical
Center rent decreased because 1994 only included four months of operations
whereas 1993 included twelve months. Pinebrook Commons rent decreased due to
the remaining rent guarantee being recognized as income at December 31, 1993.
That amount was $50,624. The remaining decrease at Pinebrook was due to vacancy
which occurred in 1994. Town Center's revenue decreased due to vacancies during
1994.  Heritage Square's revenue decreased due to a tenant vacating the center
for part of 1994. The space has been re-leased. Manatee West increased in 1994
because of higher occupancy.

Income recognized from deferred rent increased $68,592 in 1994. The increase in
income recognized from deferred rent for 1994 was attributed to changes in the
deferred rent balance of the following properties: Broadway Medical decreased
$12,007, Laurel Medical Center decreased $11,063, Town Center increased
$56,881, Heritage Square increased $34,022, Manatee West decreased $2,206,
and Pinebrook Commons increased $2,963.

Broadway Medical decreased due to the long term leases coming to maturity,
Laurel Medical Center decreased due to the property being deeded back to the
lender in 1994, Town Center increased due to new leases being signed and long
term leasess being in the early portion of their lease, Heritage Square
increased due to a new lease being signed in 1994 on previously vacant space,
Manatee West decreased due to leases nearing expiration and Pinebrook Commons
increased due to new leases in 1994 and leases being in the early part of their
lease life.

Reimbursement has decreased $38,833 from 1994 to 1993. The decrease is
primarily at two properties. Town Center was down $30,251 and Heritage Square
decreased $7,824. These properties were down due to vacancies that did not
occur in 1993.

Interest income decreased due to lower interest rates and lower funds invested.

Property operating expenses have decreased $38,571 due to operating Laurel
Center for four months in 1994 as compared to twelve months in 1993.

Depreciation expense decreased $12,894 due to Laurel Center and also due to
fixed assets being fully depreciated in 1994.

Interest expense decreased $144,793 due to Laurel Center only having interest
charged for 4 months in 1994. The savings as compared to 1993 was $98,992. The
remaining difference was due to pay down of the principal on the Partnership's
outstanding debt. The Partnership's outstanding debt decreased from $12,375,950
at December 31, 1993, to $10,816,526 at December 31, 1994. This reduction was
due to the Laurel Center loan reduction of $1,342,727 and $216,697 of principal
reduction during the year.

Property taxes decreased $6,976 due to Laurel Center and closely monitoring
real estate tax assessments on other properties.

                                       13



<PAGE>
<PAGE>


Bad Debt expense declined from 1993. Management continues to closely monitor
all tenants in order to reduce this further.

The abandoned property expense of $87,150 is a one time loss associated with
Laurel Medical Center.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Balance Sheets of the Partnership as of December 31, 1996 and 1995 and the
Statements of Income, 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, 1996, as well as the Notes to Financial Statements and Schedule
III and the Report of Independent Accountants there on, dated March 3, 1997,
are set forth herein:

                                       14



<PAGE>
<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, 1996 and 1995, and the related
statements of income, partners' capital, and cash flows for each of the three
years in the period ended December 31, 1996. 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.

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, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting
principles.









                                      COOPERS & LYBRAND L.L.P.

Fort Myers, Florida
March 3, 1997


                                       15


<PAGE>
<PAGE>



FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
BALANCE SHEETS
December 31, 1996 and 1995

<TABLE>
<CAPTION>

                        ASSETS                                                             1996                1995
                        ------                                                             ----                ----
<S>                                                                                   <C>                 <C>
CURRENT ASSETS
 Cash and cash equivalents, including restricted cash of $0
  and $3,232 at December 31, 1996 and 1995, respectively                              $   251,866         $   147,521
 Accounts receivable, trade, net of allowance for doubtful accounts
  of $102,146 and $38,181 for 1996 and 1995, respectively                                  32,004              65,238
 Notes receivable                                                                          44,877              52,854
 Prepaid expenses and other                                                                14,391             132,608
                                                                                      ------------- -------------------
      Total current assets                                                                343,138             398,221
                                                                                      ------------- -------------------
RENTAL PROPERTIES, net                                                                  5,128,779          15,984,294
                                                                                      ------------- -------------------
INTANGIBLE ASSETS
 Deferred loan costs, net                                                                  20,050              46,425
                                                                                      ------------- -------------------
      Total assets                                                                    $ 5,491,967         $16,428,940
                                                                                      ============= ===================


                        LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
   Current maturities of notes and mortgages payable                                  $    24,510         $ 8,116,010
   Accounts payable, trade                                                                 17,664              86,330
   Accrued expenses                                                                        10,486              86,724
   Customer and security deposits                                                          53,825             182,480
                                                                                      ------------        ------------
      Total current liabilities                                                           106,485           8,471,544
                                                                                      -------------       -------------
NOTES AND MORTGAGES PAYABLE, less current
   maturities                                                                           2,455,700           2,480,347
                                                                                      -------------       -------------
PARTNERS' CAPITAL
   General partners deficiency                                                            (39,621)           (173,745)
   Limited partners, 15,000 limited partnership units authorized;
        10,655 issued and outstanding in 1996 and 1995                                  2,969,403           5,650,794
                                                                                      -------------       -------------
      Total partners' capital                                                           2,929,782           5,477,049
                                                                                      -------------       -------------
      Total liabilities and partners' capital                                         $ 5,491,967         $16,428,940
                                                                                      =============       =============

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

                                       16



<PAGE>
<PAGE>



FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
STATEMENTS OF INCOME
years ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>


                                                                        1996             1995              1994
                                                                        ----             ----              ----
<S>                                                              <C>               <C>               <C>
Revenues
   Rental income                                                 $      1,527,335  $     2,269,729   $      2,609,123
   Tenant reimbursements                                                  330,259          520,134            608,435
   Interest income                                                         31,150            4,103              2,168
   Gain on sale of rental properties                                    4,740,695                0                  0
                                                                 ----------------  ----------------  -----------------
                                                                        6,629,439        2,793,966          3,219,726
                                                                 ----------------  ----------------  -----------------
Expenses
   Property operating expenses                                            624,679          909,204            846,634
   Interest expense                                                       599,080        1,089,115          1,116,488
   Depreciation                                                           349,056          534,264            590,586
   Property taxes                                                         140,382          214,362            253,612
   Bad debt expense                                                        82,640           31,349             61,473
   Loss on impairment of rental properties                              1,781,000                0                  0
   Abandoned property expense                                                   0                0             87,150
                                                                 ---------------  ---------------  -----------------
                                                                        3,576,837        2,778,294          2,955,943
                                                                 ----------------  ---------------  -----------------
      Net income                                                 $      3,052,602  $        15,672   $        263,783
                                                                 ================  ================  =================
Net income allocated to general partners                         $        152,630  $           783   $         13,189
                                                                 ================  ================  =================
Net income allocated to limited partners                         $      2,899,972  $        14,889   $        250,594
                                                                 ================  ================  =================
Net income per limited partner unit                              $         272.17  $          1.39   $          23.52
                                                                 ================  ================  =================
Distributions per limited parnter unit                           $         523.83  $         20.00   $          45.00
                                                                 ================  ================  =================
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, 1996, 1995, and 1994


<TABLE>
<CAPTION>

                                                                       GENERAL           LIMITED
                                                                       PARTNERS          PARTNERS             TOTAL
                                                                   ----------------  ----------------  ----------------
<S>                                                                <C>               <C>               <C>
Balances, January 1, 1994                                          $     (151,265)   $     6,077,886   $     5,926,621

   Cash distributions                                                     (25,236)          (479,475)         (504,711)

   Net income                                                              13,189            250,594           263,783
                                                                   ----------------  ----------------  ----------------
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
                                                                   ================  ================  ================
</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, 1996, 1995 and 1994

RM132<TABLE>
<CAPTION>
                                                                        1996              1995              1994
                                                                   ----------------  ----------------  ----------------
<S>                                                                <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                      $     3,052,602   $        15,672   $       263,783
   Adjustments to reconcile net income to net cash
        provided by operating activities
      Gain on sale of rental property                                   (4,740,695)                0                 0
      Loss on impairment of rental property                              1,781,000                 0                 0
      Depreciation                                                         349,056           534,266           590,586
      Amortization of loan costs                                            26,375            74,372            78,090
      Abandoned property expense                                                 0                 0            87,150
      (Increase) decrease in:
        Accounts receivable, net                                            33,234            21,811           (33,657)
        Notes receivable                                                     7,977            35,865           (17,494)
        Prepaid expenses and other                                         118,217            63,207           (82,484)
      Increase (decrease) in:
        Accounts payable and accrued expenses                             (144,904)          (52,022)           19,344
        Customer and security deposits                                    (128,655)          (14,116)           (4,124)
                                                                   ----------------  ----------------  ----------------
        Net cash provided by operating activities                          354,207           679,055           901,194
                                                                   ----------------  ----------------  ----------------
CASH FLOWS USED IN INVESTING ACTIVITIES:
   Improvements to rental properties                                        (3,750)         (143,400)         (174,037)
   Proceeds from the sale of rental property                            13,469,904                 0                 0
                                                                   ----------------  ----------------  ----------------
        Net cash provided by (used in) investing activities             13,466,154          (143,400)         (174,037)
                                                                   ----------------  ----------------  ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on notes and mortgages payable                    (8,116,147)         (220,169)         (216,697)
   Loan origination fees paid                                                    0           (36,970)           (4,004)
   Partner distributions paid                                           (5,599,869)         (224,316)         (504,711)
                                                                   ----------------  ----------------  ----------------
        Net cash used in financing activities                          (13,716,016)         (481,455)         (725,412)
                                                                   ----------------  ----------------  ----------------
Net increase in cash and cash equivalents                                  104,345            54,200             1,745

Cash and cash equivalents at beginning of year                             147,521            93,321            91,576
                                                                   ----------------  ----------------  ----------------
Cash and cash equivalents at end of year                           $       251,866   $       147,521   $        93,321
                                                                   ================  ================  ================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
      INFORMATION:
   Cash paid during the year for interest on borrowings            $       576,364   $     1,089,310   $     1,116,770
                                                                   ================  ================  ================

NONCASH INVESTING AND FINANCING ACTIVITIES:
   Building and improvements net of accumulated depreciation and land in the amount of $1,428,878
   were exchanged for forgiveness of a mortage payable in the amount of $1,342,727 during 1994.
</TABLE>

During 1996, $450,000 of selling expenses were deducted from the proceeds of the
Heritage Square and Town Center sales.

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 and Town Center in June 1996.  In addition,
          the Partnership has contracts to sell the Manatee West and Broadway
          Medical properties (See Note 2).

       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: In March 1995, the Financial Accounting Standards
          Board (FASB) issued Statement of Financial Accounting Standards No.
          121, "Accounting for the Impairment of Long-Lived Assets and for
          Long-Lived Assets to be Disposed of" (SFAS 121). The Statement
          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. Management
          has reviewed the Partnership's property holdings and believes no
          impairment exists at December 31, 1996.  A loss on impairment of the
          Pinebrook Commons, Manatee West and Broadway Medical properties of
          $272,000, $939,000 and $570,000, respectively, has been recognized in
          the year ended December 31, 1996.

          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.

          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.

          PER UNIT INCOME: Per unit income is based on the weighted average
          number of units outstanding for the years ended December 31, 1996,
          1995 and 1994.

          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. The fair value of the
          Partnership's short- and long-term notes and mortgages payable at
          December 31, 1996, based upon market rates, approximates the amounts
          disclosed in Footnote 4.

          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>
                                                                                            1996              1995
                                                                                     ----------------  ----------------
        <S>                                                                          <C>               <C>
        Land                                                                         $     3,291,700   $     7,185,362
        Buildings and improvements                                                         5,513,964        12,847,870
        Loss on impairment of asset                                                       (1,781,000)                0
                                                                                     ----------------  ----------------
                                                                                           7,024,664        20,033,232
        Accumulated depreciation                                                          (1,895,885)       (4,048,938)
                                                                                     ----------------  ----------------
        Rental properties, net                                                       $     5,128,779   $    15,984,294
                                                                                     ================  ================

</TABLE>

       Management has entered into contracts to sell the Manatee West
       and Broadway Medical properties at prices less than each of the
       property's carrying value.  Accordingly, an impairment loss was
       recognized.  The carrying value was written down to the contractual
       sales price less selling expenses.  The carrying value of the Manatee
       West and Broadway Medical properties were $2,150,450 and $498,703,
       respectively, at December 31, 1996.

       Depreciation expense was $349,056, $534,264 and $590,586 for the
       years ended December 31, 1996, 1995 and 1994, respectively.


                                       22


<PAGE>
<PAGE>


NOTES TO FINANCIAL STATEMENTS, CONTINUED


2.     RENTAL PROPERTIES, CONTINUED

       Based on the Partnership's noncancelable leases with terms in excess of
       one year in existence at December 31, 1996, future minimum annual
       rentals from these leases over the next five years, and in the
       aggregate, will be approximately as follows:

              1997                                 $       659,912
              1998                                         375,764
              1999                                         262,535
              2000                                         133,463
              2001                                          62,901
                                                  ----------------
                                                   $     1,494,575
                                                  ================


3.     INTANGIBLE ASSETS:

       Intangible assets at December 31 are as follows:

<TABLE>
<CAPTION>
                                                  1996              1995
                                                  ----------------  ----------------
        <S>                                       <C>               <C>
        Deferred loan costs                       $        60,150   $        98,132
        Accumulated amortization                          (40,100)          (51,707)
                                                  ----------------  ----------------
                                                  $        20,050   $        46,425
                                                  ================  ================
</TABLE>

       Additions to deferred loan costs relate to modifications of note terms
       and other refinancing transactions during the year ended December 31,
       1995. Certain loan costs became fully amortized during the years ended
       December 31, 1996, 1995 and, therefore, were written off.  Amortization
       expense was $26,915, $74,372 and $58,949 for the years ending December
       31, 1996, 1995 and 1994, respectively.

                                       23



<PAGE>
<PAGE>


NOTES TO FINANCIAL STATEMENTS, CONTINUED


4.     NOTES AND MORTGAGES PAYABLE:

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

<TABLE>
<CAPTION>
                                                                                            1996              1995
                                                                                     ----------------  ----------------
        <S>                                                                          <C>                <C>
        Notes and mortgages payable to banks:

           Mortgage payable with monthly payments of $4,561 plus
              interest at prime plus 1%, principal balloon payment of
              approximately $5,750,000 due September 1996.                           $             0   $     5,786,979

           Mortgage payable with monthly payments of $4,978 plus
              interest at prime plus 1%, principal balloon payment of
              approximately $560,000 due September 1996.                                           0           599,613

        Mortgages payable to life insurance companies:

           Monthly payments of $19,615, including interest at 9%, principal
              balloon payment of approximately $1,694,000 due April
              1996.                                                                                0         1,706,954

           Monthly payments of $20,061 including interest at 8.75%,
              principal balloon payment of approximately $2,442,320
              due August 1998.                                                             2,480,210         2,502,811
                                                                                     ----------------  ----------------
                                                                                           2,480,210        10,596,357
           Less current maturities                                                           (24,510)       (8,116,010)
                                                                                     ----------------  ----------------
                                                                                     $     2,455,700   $     2,480,347
                                                                                     ================  ================
</TABLE>

       Notes and mortgages payable are scheduled to mature approximately as
       follows:

              1997                              $        24,510
              1998                                    2,455,700
                                                ----------------
                                                $     2,480,210
                                                ================

       Pinebrook Commons is pledged as collateral for notes and mortgages
       payable, as well as rents and receivables related to Pinebrook Commons.
       See Note 6 regarding additional collateral pledged for the Pinebrook
       Commons mortgage.


                                       24


<PAGE>
<PAGE>


NOTES TO FINANCIAL STATEMENTS, CONTINUED


5.     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, 1996, 1995
          and 1994, the general partners and their affiliates received fees of
          $34,769, $175,411 and $180,427, 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 $52,792, $259,916 and $295,941 were incurred during the years
          ending December 31, 1996, 1995 and 1994, respectively, of which
          $1,359, $13,375 and $28,752 were included in accounts payable for
          the years ending December 31, 1996, 1995, and 1994, respectively.


6.     RESTRICTED CASH:

       Pursuant to an agreement between the Partnership and one of its
       insurance company lenders, the Partnership deposited approximately
       $114,500 into escrow resulting from the settlement of a major tenant's
       early lease termination in 1993.

       The escrow account, in compliance with the terms of the agreement, was
       managed by the lender's servicing agent. The escrow balance is applied
       to tenant improvements, leasing commissions and debt service related to
       the vacated space, as governed by the agreement. During 1995 and 1994,
       the lender released approximately $40,100 and $10,500, respectively, to
       the Partnership, which is included in Partnership rental income. The
       restricted balance related to the escrowed lease settlement was $0 and
       $40,100 at December 31, 1996 and 1995, respectively.

       Certain tenants have required security deposits be maintained in a
       restricted account not available to the Partnership for operating
       activities. Restricted security deposit balances were $0 and $3,232
       for December 31, 1996 and 1995, respectively.








                                       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.




Fort Myers, Florida
March 3, 1997


                                       26

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                     FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                                                   SCHEDULE III
                                      REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                 DECEMBER, 31, 1996

  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>
Broadway Medical
Center                                                                                                 (a)
Ft. Myers, FL        $         0  $  450,450    $  874,404    $ 76,657   $ 0       $  450,450  $   381,061      $  831,511

Pinebrook Commons
Retail Shop. Ctr.                                                                                      (b)
Bradenton, FL          2,480,210   1,196,250     2,089,730      83,146     0        1,196,250    1,900,876       3,097,126

Manatee West
Retail Shop. Ctr.                                                                                      (c)
Bradenton, FL                  0   1,645,000     1,849,611     540,416     0        1,645,000    1,451,027       3,096,027
                     -----------  ----------    ----------    --------   ----       ----------  -----------      -----------
TOTALS               $ 2,480,210  $3,291,700    $4,813,745    $700,219   $ 0       $3,291,700  $ 3,732,964      $7,024,664
                     ===========  ==========    ==========    ========   ====       ==========  ===========      ===========
</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>
Broadway Medical
Center
Ft. Myers, FL             $  332,808       1975       12/15/86     30 years

Pinebrook Commons
Retail Shop. Ctr.
Bradenton, FL                617,500       1987       08/03/88     30 years

Manatee West
Retail Shop. Ctr.
Bradenton, FL                945,577       1984       11/04/87     30 years
                          ----------
TOTALS                    $1,895,885
                          ==========
<FN>

SEE ACCOMPANYING NOTES TO SCHEDULE III

(a)     This includes a loss on impairment in the amount of $570,000 to
        reflect the net realizable value.

(b)     This includes a loss on impairment in the amount of $272,000 to
        reflect the net realizable value.

(c)     This includes a loss on impairment in the amount of $939,000 to
        reflect the net realizable value.

</FN>
</TABLE>

                                       27

<PAGE>
<PAGE>


                   FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                              NOTES TO SCHEDULE III
                                DECEMBER 31, 1996
                    REAL ESTATE AND ACCUMULATED DEPRECIATION


Balance as of 12/31/93                                              $21,566,170

    Additions During 1994:

         Acquisitions through foreclosures        $           0
         Other Acquisitions                             174,037
         Improvements, etc.                                   0
         Other                                                0         174,037
                                                     ----------    ------------
    Deductions During 1994:

         Cost of real estate sold                             0
         Other cost of real estate
         deeded to lender                            (1,850,373)    ( 1,850,373)
                                                     ----------    ------------
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
                                                                   =============

                                       28

<PAGE>
<PAGE>


                   FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                              NOTES TO SCHEDULE III
                                DECEMBER 31, 1996
                    REAL ESTATE AND ACCUMULATED DEPRECIATION


Balance as of 12/31/93                                              $ 3,344,584

    Accumulated depreciation on
    disposal of fixed assets                      $  (420,496)

    Depreciation expense for 1994                     590,586           170,090
                                                  -----------       -----------
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
                                                                    ============


                                       29

<PAGE>
<PAGE>


                   FLORIDA INCOME FUND II LIMITED PARTNERSHIP
                              NOTES TO SCHEDULE III
                                DECEMBER 31, 1996
                    REAL ESTATE AND ACCUMULATED DEPRECIATION

(A)       The aggregate cost of land and buildings is the same for Federal
          Income Tax purposes, except for Town Centre, Manatee West and
          Heritage Square. The guaranteed rent received of $190,000, $200,000
          and $30,000, respectively, is considered taxable income, whereas
          these amounts are accounted for as basis reductions for financial
          statement reporting purposes.

(B)       Included in the acquisitions of 1988, 1987 and 1986 are $164,350,
          $395,300 and $145,750 of acquisition fees and expenses paid to the
          General Partner in connection with acquiring the properties.

(C)       See Note 1 to the Financial Statements for depreciation method.

(D)       See Note 4 to the Financial Statements for further information on
          debt obligations.


                                       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, 1996 were as follows: Robert M.
Taylor, Timothy R. Bogott, Lawrence A. Raimondi and Joe K. Blacketer.

Each of the officers named above, except Joe K. Blacketer, has served as an
officer of the Mariner Capital Management, Inc., since its incorporation on
July 11, 1983. Joe K. Blacketer replaced Michael J. Scullion as a
Secretary/Treasurer as of May 1, 1996.

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, 1995, 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 55, 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 50, 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.

         LAWRENCE RAIMONDI: Age 49, is President and Director of the Managing
         General Partner. He became President in January 1994 after serving as
         Executive Vice President in charge of property acquisitions and
         financing of partnership debt. He was involved in all property
         acquisitions for Florida Income Fund, L.P., Florida Income Fund II and
         Florida Income Fund III. He joined Mariner Group in 1981 and served as
         Director of Project Finance until joining the general partner. He was
         employed in the Real Estate Department of Mellon Bank from 1969 to
         1981 in various capacities with his most recent position being a
         Commercial Mortgage Officer.

         JOE K. BLACKETER:  Age 44 is the Secretary/Treasurer of the Managing
         General Partner. 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.


                                       32

<PAGE>
<PAGE>


         JAMES C. REDINGER: Age 60. 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 61. 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 37. 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.







                                       33

<PAGE>
<PAGE>


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, 1996, 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
         $52,792, $259,916 and $295,941 have been charged for the years ending
         December 31, 1996, 1995 and 1994, of which $1,359 and $13,375 were
         included in accounts payable at December, 31, 1996, and 1995,
         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 $34,769, $175,411 and $180,427 were paid to
         the Managing General Partner or its affiliates for the years ending
         December 31, 1996, 1995 and 1994, 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.


                                       34

<PAGE>
<PAGE>


         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.


                                       35

<PAGE>
<PAGE>


                                     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                          14

                 Balance Sheets as of December 31, 1996 and 1995            15

                 Statements of Income for the years ended
                 December 31, 1996, 1995 and 1994                           16

                 Statements of Partners' Capital for the years
                 ended December 31, 1996, 1995 and 1994                     17

                 Statements of Cash Flows for the years ended
                 December 31, 1996, 1995 and 1994                           18

                 Notes to Financial Statements                         19 - 24

                 Report of Independent Accountants on Schedule III          25

                 Schedule III Real Estate and Accumulated Depreciation 26 - 29

                 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)

                 99    Form 8-K

          (A) 3. REPORTS ON FORM 8-K

                 None.


                                       36

<PAGE>
<PAGE>


                                   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 29, 1996

                                By: /s/ LAWRENCE A. RAIMONDI
                                    ----------------------------------------
                                    LAWRENCE A. RAIMONDI
                                    President, Director and CEO
                                    Mariner Capital Management, Inc.
                                    (Principal Executive Officer)

                                By: /s/ JOE K. BLACKETER
                                    ----------------------------------------
                                    JOE K. BLACKETER
                                    Mariner Capital Management, Inc.
                                    (Principal Financial and Accounting Officer)

                                       37