EXHIBIT 14
                                   ----------
                                 CODE OF ETHICS
                                       OF
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II

1. Complying With Law
   ------------------

         All partners (including the principal financial officer) and employees
of the Corporate General Partner or its affiliates who render services on behalf
of the Partnership ("employees") should respect and comply with all of the laws,
rules and regulations of the United States and the states, counties, cities and
other jurisdictions in which the Partnership conducts its business or the laws,
rules and regulations which are applicable to the Partnership. No partner or
employee of the Partnership shall knowingly participate in any transaction which
they have reasonable cause to believe may violate, or may aid others to violate
any such law, rule or regulation.

2. Conflicts Of Interest
   ---------------------

         All partners and employees of the Partnership should be scrupulous in
avoiding a conflict of interest with regard to the Partnership's interests. A
"conflict of interest" exists whenever an individual's private interests
interfere or conflict in any way (or even appear to interfere or conflict) with
the interests of the Partnership. A conflict situation can arise when a partner
or employee takes actions or has interests that may make it difficult to perform
his or her Partnership work objectively and effectively. Conflicts of interest
may also arise when a partner or employee, or members of his or her family,
receives improper personal benefits as a result of his or her position in the
Partnership, whether received from the Partnership or a third party. Loans to,
or guarantees of obligations of, partners, employees, and their respective
family members may create conflicts of interest. Direct investment in real
estate or investment in a competitor public or private company by a partner or
employee is not a conflict of interest per se provided such investment does not
interfere with the investor's duty to the Partnership.

         Conflicts of interest are prohibited as a matter of Partnership policy.
Conflicts of interest may not always be clear-cut, so if you have a question,
you should consult with higher levels of management. Any partner or employee who
becomes aware of a conflict or potential conflict should bring it to the
attention of a supervisor, manager or other appropriate person or consult the
procedures described in this Code.

3. Confidentiality
   ---------------

         Partners and employees of the Partnership must maintain the
confidentiality of confidential information entrusted to them by the Partnership
or its customers or residents, except when disclosure is authorized by the
Partnership and its attorneys or required by laws, regulations or legal
proceedings. Whenever feasible, partners and employees should consult the
Partnership's attorneys if they believe they have a legal obligation to disclose
confidential information. Confidential information includes all non-public
information that might be of use to competitors of the Partnership, or harmful
to the Partnership or its customers or residents if disclosed.

4. Fair Dealing
   ------------

         Each partner and employee should endeavor to deal fairly with the
Partnership's residents, suppliers, competitors, partners and employees. None
                                        1
<PAGE>
should take unfair advantage of anyone through manipulation, concealment or
abuse of privileged information, misrepresentation of material facts or any
other unfair dealing practice.

5. Protection And Proper Use Of Partnership Assets
   -----------------------------------------------

         All partners and employees should protect the Partnership's assets and
ensure their efficient use. Theft, carelessness, and waste have a direct impact
on the Partnership's profitability. All Partnership assets must be only used for
legitimate business purposes.

6. Accounting Complaints
   ---------------------

         The Partnership's policy is to comply with all applicable financial
reporting and accounting regulations applicable to the Partnership. If any
partner or employee has concerns or complaints regarding questionable accounting
or auditing matters of the Partnership, he or she is encouraged to submit those
concerns or complaints (anonymously, confidentially or otherwise) to the Audit
Committee (which will, subject to its duties arising under applicable law,
regulations and legal proceedings, treat such submissions confidentially). Such
submissions may be directed to the attention of the Audit Committee, or any
member of the Audit Committee, at the principal executive offices of the
Partnership.

7. Financial Reports
   -----------------

         All financial reports and records, including timesheets, expense
reports, commission reports, variance reports, income statements, etc., must be
accurate, timely and prepared in accordance with law. Always record transactions
in the proper accounting period. Creating, or attempting to create, false income
or delaying or prepaying invoices to meet budget goals is a violation of this
Code. Never falsify any document or distort the true nature of a transaction.
All estimates and accruals must be supported by appropriate documentation and be
based on good faith judgment. If anyone knows of violations of this policy, it
is his/her responsibility to notify his/her supervisor, manager, or a member of
the Audit Committee.

8. Reporting Any Illegal Or Unethical Behavior
   -------------------------------------------

         Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and, when in
doubt, about the best course of action in a particular situation. Employees
should report violations of this Code of Ethics to their supervisors, managers,
or the partners. There will be no retaliatory action taken in connection with
the reporting of an alleged violation made in good faith.

9. Proprietary Information
   -----------------------

         The Partnership seeks to outperform its competition fairly and
honestly. The Partnership seeks competitive advantages through superior
performance, never through unethical or illegal business practices. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing disclosure of trade secret information
by past or present employees of other companies is prohibited.

                                        2
<PAGE>
10. Business Entertainment and Gifts
    --------------------------------

         The purpose of business entertainment and gifts in a commercial setting
is to create good will and sound working relationships, not to gain unfair
advantage with customers or suppliers. No gift or entertainment should be
offered, given, provided or accepted by any partner, employee, or any family
member of a partner or employee, unless it: (1) is not a cash gift, (2) is
consistent with customary business practices, (3) is not excessive in value, (4)
cannot be construed as a bribe or payoff and (5) does not violate any law or
regulation. Each employee should discuss with his/her supervisor any material
gifts or other benefits or material proposed gifts or other benefits that have
been offered to an employee that might exceed the standards set forth herein.

11. Books and Records
    -----------------

         All of the Partnership's books, records, accounts and financial
statements must be maintained in reasonable detail, must appropriately reflect
the Partnership's transactions and must conform both to applicable legal
requirements and to the Partnership's system of internal controls. Unrecorded or
"off the books" funds or assets of the Partnership shall not be maintained.

12. Record Retention
    ----------------

         Records should always be retained or destroyed according to the
Partnership's record retention policies. If an employee is aware of an imminent
or ongoing investigation, audit or examination initiated by the Partnership, by
the Partnership's auditors or by any governmental agency, that employee should
retain all documents (including computer records) in his/her custody or control
relating to the matter under review. The destruction or falsification of a
document in order to impede a governmental investigation, audit or examination
may lead to prosecution for obstruction of justice. If an employee is not sure
if a document can be destroyed, or if that employee has any questions on the
retention of records, please contact the Partnership's management.

13. Compliance Procedures
    ---------------------

         Partners and employees who are concerned that violations of this Code
of Ethics or that other illegal or unethical conduct by partners or employees
have occurred or may occur should contact either their supervisor or superiors.
If they do not believe it appropriate or are not comfortable approaching their
supervisors or superiors about their concerns or complaints, then they may
contact the Audit Committee. If their concerns or complaints require
confidentiality, including keeping their identity anonymous, then this
confidentiality will be protected, subject to applicable law, regulation or
legal proceedings. The Partnership will not permit retaliation of any kind by or
on behalf of the Partnership and its employees against good faith reports or
complaints of violations of this Code of Ethics or other illegal or unethical
conduct.




                                       3
<PAGE>
14. Discipline for Violation
    ------------------------

         Failure to comply with this Code will subject an employee, no matter
how senior, to discipline that may include counseling, suspension and/or
termination. Disciplinary measures will depend on the circumstances of the
violation and will be applied after consultation with the Partnership's Legal
Counsel. Consideration will be given to whether or not a violation is
intentional, as well as to the level of good faith shown by an employee in
reporting the violation or in cooperating with any resulting investigation or
corrective action.

15. Public Company Reporting
    ------------------------

         As a public company, it is of critical importance that the
Partnership's filings with the Securities and Exchange Commission be accurate
and timely. A partner or employee may be called upon to provide necessary
information to ensure that the Partnership's public reports are complete, fair
and understandable. The Partnership expects partners and employees to take this
responsibility very seriously and to provide prompt and accurate answers to
inquiries to the Partnership's public disclosure requirements.






































                                        4