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

                                    FORM 10-K

(Mark One)


         (X)    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2004
                                             -----------------

         ( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934

                         Commission File Number 0-11909

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
              ----------------------------------------------------
             (Exact Name of Registrant as specified in its Charter)

       Delaware                                           16-1212761
       --------                                           ----------
(State of Formation)                          (IRS Employer Identification No.)

2350 North Forest Road
Getzville, New York 14068
-------------------------
(Address of Principal Executive Office)

Registrant's Telephone Number: (716) 636-9090
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of Limited
                                                            Partnership Interest

Indicate by a check mark whether the Registrant: (1) 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 (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-K or any
amendment to this Form 10-K. [X]

Indicate by a check mark whether the registrant is an accelerated file (as
defined in Rule 12b-2 of the Act).  Yes [ ]  No [X]


                       DOCUMENTS INCORPORATED BY REFERENCE
        See Item 15 for a list of all documents incorporated by reference

<PAGE>
                                     PART I
                                     ------
ITEM 1: BUSINESS
------- --------

         The Registrant, Realmark Property Investors Limited Partnership-II
("the Partnership"), is a Delaware limited partnership organized in 1982
pursuant to a First Amended and Restated Agreement and Certificate of Limited
Partnership (the "Partnership Agreement"), under the Revised Delaware Uniform
Limited Partnership Act. The Partnership's general partners are Realmark
Properties, Inc. (the "Corporate General Partner"), a Delaware corporation, and
Joseph M. Jayson (the "Individual General Partner").

         The Registrant commenced the public offering of its limited partnership
units, registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on September 3, 1982, and concluded the
offering on August 31, 1983, having raised a total of $10,000,000 before
deducting sales commissions and expenses of the offering.

         The Partnership's primary business and its only industry segment is to
own and operate income-producing real property for the benefit of its partners.
At December 31, 2004, the Partnership, either directly or through its limited
liability subsidiary company, owned an office complex in Michigan (Northwind
Office Park), and is a partner in two joint ventures. It has a 50% interest in
Research Triangle Industrial Park Joint Venture and Research Triangle Land Joint
Venture, both in Durham County, North Carolina. A portion of the interest in the
Research Triangle Land Joint Venture was sold in March 2001. All of the other
properties are currently being actively marketed for sale.

         It is anticipated that the Partnership will be entering into sales
contracts in the near future (one to six months) which will be subject to sales
conditions which are customary for sales contracts and there is no assurance
that the sales will be consummated.

         The business of the Partnership is not seasonal and it competes on the
basis of rental rates and property operations with similar types of properties
in vicinities in which the partnership's properties are located. The Partnership
has no real property investments located outside the United States. The
Partnership does not segregate revenue or assets by geographic region, since, in
management's view, such a presentation would not be significant to an
understanding of the Partnership's business or financial results taken as a
whole. As of December 31, 2004, the Partnership did not directly employ any
persons in a full-time position. All persons who regularly rendered services on
behalf of the Partnership through December 31, 2004 were employees of the
Corporate General Partner or its affiliates.

         Northwind Office Park represents 100% of the Partnership's revenue
generated for the last three years.

         This annual report contains certain forward-looking statements
concerning the Partnership's current expectations as to future results. Words
such as "believes", "forecasts", "intends", "possible", "expects", "estimates",
"anticipates" or "plans" and similar expressions are intended to identify
forward-looking statements. Such statements may not ultimately turn out to be
accurate due to, among other things, economic or market conditions or the
failure of the Partnership to sell an investment which is under contract.

ITEM 2: PROPERTIES
------- ----------

         As of December 31, 2004, the Partnership owned Northwind Office Park,
an office complex located in East Lansing, Michigan. The property consists of
                                        2
<PAGE>
five office buildings containing a total of 89,200 gross square feet, and 70,713
net rentable square feet. At December 31, 2004, Northwind was 67% occupied. The
2003 and 2002 year end occupancy rates were 73% and 74%, respectively.

         There was a 9.75% first mortgage loan on the Northwind property, which
matured in December 2002, and a 9% second mortgage loan on the property, which
was paid in 2004. As of December 31, 2004, there is no mortgage loan on the
Northwind property.

         The Research Triangle Industrial Park Joint Venture owns a 117,000
square foot office/warehouse distribution building in Raleigh, North Carolina.
The building has been 100% occupied for several years. The first mortgage loan
on the property had a balance of $4,952,588 at December 31, 2004.

         The Research Triangle Land Joint Venture owns unencumbered land near
the site of Research Triangle Industrial Park Joint Venture's building.

ITEM 3: LEGAL PROCEEDINGS
------- -----------------

         As previously reported, the Partnership, as a nominal defendant, the
general partners of the Partnership and of affiliated public partnerships, (the
"Realmark Partnerships") and the officers and directors of the Corporate General
Partner, as defendants, had been involved in a class action litigation at the
state court level regarding the payment of fees and other management issues.

         On August 29, 2001, the parties entered into a Stipulation of
Settlement (the "Settlement"). On October 4, 2001, the Court issued an "Order
Preliminary Approving Settlement" (the "Hearing Order") and on November 29,
2001, the Court issued an "Order and Final Judgment Approving Settlement and
Awarding Fees and Expenses" and dismissing the complaints with prejudice. The
Settlement provided, among other things, that all of the Realmark Partnerships'
properties be disposed of. The general partners will continue to have primary
authority to dispose of the Partnerships' properties. If either (i) the general
partners have not sold or contracted to sell 50% of the Partnerships' properties
(by value) by April 2, 2002 or (ii) the general partners have not sold or
contracted to sell 100% of the Partnerships' properties by September 29, 2002,
then the primary authority to dispose of the Partnerships' properties will pass
to a sales agent designated by plaintiffs' counsel and approved by the Court. On
October 4, 2002, the Court appointed a sales agent to work with the general
partners to continue to sell the Partnership's remaining properties.

         The settlement also provided for the payment by the Partnerships of
fees to the plaintiffs' attorneys. These payments, which are not calculable at
this time but may be significant, are payable out of the proceeds from the sale
of all of the properties owned by all of the Realmark Partnerships, following
the sale of the last of these properties in each partnership. Plaintiff's
counsel will receive 15% of the amount by which the sales proceeds distributable
to limited partners in each partnership exceeds the value of the limited
partnership units in each partnership (based on the weighted average of the
units' trading prices on the secondary market as reported by Partnership
Spectrum for the period May through June 2001). In no event may the increase on
which the fees are calculated exceed 100% of the market value of the units as
calculated above.

ITEM 4: SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
------- ----------------------------------------------------

         None.
                                        3
<PAGE>
                                     PART II
                                     -------

ITEM 5: MARKET FOR REGISTRANT'S UNITS OF LIMITED PARTNERSHIP INTEREST
------- -------------------------------------------------------------

         There is currently no active trading market for the units of limited
partnership interest of the Partnership and it is not anticipated that any will
develop in the future. Accordingly, information as to the market value of a unit
at any given date is not available. As of December 31, 2004, there were 1,053
record holders of units of limited partnership interest.

         The Partnership is a limited partnership and, accordingly, does not pay
dividends. It does, however, make distributions of cash to its partners. The
partnership agreement provides for the distribution to the partners of net cash
flow from operations. In connection with the pending sale of the Partnership's
properties (Item 3), it is anticipated that there will be no future
distributions of net cash flow from operations. All future distributions of net
cash from sales proceeds will be distributed, to the extent available, 100% to
the limited partners until there has been a return of the limited partner's
capital contribution plus an amount sufficient to provide a 7%, not compounded,
return on their adjusted capital contributions for all years following the
termination of the offering of the units. It is anticipated that there will not
be sufficient cash flow from the sale of the Partnership's remaining properties
to provide this return to the limited partners. There were no distributions to
partners made in 2004, 2003 or 2002.

         The gain on the sale of the properties will be allocated in the same
proportions as distributions of distributable cash from sale proceeds
(anticipated to be 100% to the limited partners). In the event there is no
distributable cash from sale proceeds, taxable income will be allocated 86% to
the limited partners and 14% to the general partners. Any tax loss arising from
a sale will be allocated 97% to the limited partners and 3% to the general
partners. The above is subject to tax laws that were applicable at the time of
the formation of the Partnership and may be adjusted due to subsequent changes
in the Internal Revenue Code.

























                                        4
<PAGE>
<TABLE>
<CAPTION>
ITEM 6:  SELECTED FINANCIAL DATA
-------  -----------------------

                                                         At or for the years ended December 31,
                                     -------------------------------------------------------------------------------
                                           2004            2003            2002            2001            2000
                                     -------------------------------------------------------------------------------
<S>                                  <C>                 <C>              <C>           <C>              <C>
Balance sheet data
Net rental property                  $    2,225,245      2,212,325        2,186,727     2,170,349        4,534,501
Total assets                              2,630,322      2,644,892        2,592,896     2,619,014        4,907,962
Mortgage loans payable                            -         14,418           73,058       237,634        6,361,767
Partners' equity (deficit)                1,560,312      1,452,822        1,225,570     1,049,338       (3,460,292)
                                     ===============================================================================
Operating data
Rental income                               848,133        843,547          880,401     1,050,604        2,204,179
Other income                                 10,333         15,341            8,368        41,874           76,160
                                     -------------------------------------------------------------------------------
Total revenue                               858,466        858,888          888,769     1,092,478        2,280,339
                                     -------------------------------------------------------------------------------
Property operating costs                    618,302        536,671          557,457       662,336        1,284,066
Depreciation                                      -              -                -             -          176,647
Interest expense                                 92          1,558           15,933       117,342          581,572
Administrative expenses                     230,820        231,259          278,277       335,555          489,572
                                     -------------------------------------------------------------------------------
Total expenses                              849,214        769,488          851,667     1,115,233        2,531,857
                                     -------------------------------------------------------------------------------
Income (loss) before joint venture
  operations and gain on sale of
  property                                    9,252         89,400           37,102       (22,755)        (251,518)
Equity in earnings of unconsolidated
  joint ventures                             98,238        137,852          139,130       317,105          131,175
Minority interest in
  consolidated venture operations                 -              -                -      (545,015)          (3,469)
Gain on sale of property                          -              -                -     4,760,295                -
                                     -------------------------------------------------------------------------------
Net income (loss)                    $      107,490        227,252          176,232     4,509,630         (123,812)
                                     ===============================================================================
Cash flow data
Net cash provided (used) by:
Operating activities                        (31,082)         2,487          (22,072)     (408,352)         216,778
Investing activities                        (12,920)        46,402           91,622     7,351,841           10,991
Financing activities                        (14,418)       (58,640)        (164,576)   (6,770,710)        (211,321)
                                     -------------------------------------------------------------------------------
Net increase (decrease) in cash
  and equivalents                    $      (58,420)        (9,751)         (95,026)      172,779           16,448
                                     ===============================================================================
Per limited partnership unit:
Net income (loss)                    $        10.43          22.04            17.09        389.11           (12.01)
                                     ===============================================================================
</TABLE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
------- -----------------------------------------------------------------------
        OF OPERATIONS
        -------------

Liquidity and Capital Resources:
--------------------------------

         Effective January 1, 2001, management began formally marketing all
remaining properties in the Partnership for sale. The Partnership made no
distributions to limited partners in 2004, 2003 or 2002. In accordance with the
settlement of the lawsuit (Item 3), it is anticipated that with the sale of the
remaining property and joint ventures, the Partnership may be in a position to
make distributions to the limited partners. These distributions will be reduced
by the amount of fees payable to the plaintiffs' legal counsel in connection
with the settlement agreement (Item 3), any outstanding liabilities and any
mortgage prepayment penalties incurred with regard to the sale of the
Partnership's properties.
                                        5
<PAGE>
         Limited partners should be aware that it is possible that they will
receive an allocation of income from gain on sale of properties on which they
will be required to pay income taxes and there is no assurance that
distributions from the sale of the properties will be sufficient to satisfy
these obligations.

         Except as described above and in the consolidated financial statements,
the general partner is not aware of any trends or events, commitments or
uncertainties that may impact liquidity in a material way.

Results of Operations:
----------------------

         The results of operations of the Partnership, excluding equity in
earnings from joint ventures for the year ended December 31, 2004, produced a
net income of $9,252. The results compare to net income of $89,400 in 2003 and
$37,102 in 2002.

         Inflation has been consistently low during the periods presented in the
consolidated financial statements and, as a result, has not had a significant
effect on the operations of the Partnership or its properties.

2004 as compared to 2003
------------------------

         Rental income remained consistent while other income decreased by
approximately $5,000 in 2004 due to forfeited security deposits at Northwind in
2003.

         Total expenses increased approximately 10% for the year ended December
31, 2004. Property operations increased approximately $82,000 due to significant
increases in utilities of $20,000, insurance of $15,000, cleaning of $10,000 and
resident management and employee benefits of $20,000. Numerous other expenses
had lesser increases, which make up the remainder of the increase in property
operations. Administrative expense to affiliated parties increased by $9,000 due
to a increase in portfolio management fees.

         The increase in overall expense was offset by decreases in other
administrative expenses and interest expense. Other administrative expenses
decreased $10,000 due to a large decrease in promotional expense offset by
increases in legal fees. Interest expense decreased $1,500 due to the Northwind
mortgage being paid off in February 2004.

2003 as compared to 2002
------------------------

         Rental income decreased approximately 4% due a decrease in occupancy at
Northwind and an increase in concessions. Other income increased by
approximately $7,000 in 2003 due primarily to forfeited security deposits at
Northwind.

         Total expenses decreased approximately 10% for the year ended December
31, 2003. Property operations decreased $21,000 due to a decrease in electric
and gas expense and a reduction in real estate tax expense at Northwind. Other
administrative expense decreased approximately $41,000 due primarily to
decreased legal and professional fees. Administrative expense and reimbursement
to affiliated parties decreased approximately 5% due to decreased portfolio
                                        6
<PAGE>
management expenses. Interest expense decreased approximately $14,000 due to a
larger portion of each mortgage payment being applied towards principal due to
amortization of the mortgage and the final payment of one of the mortgages at
Northwind in October 2002.

Joint Ventures
--------------

         The Research Triangle Industrial Park Joint Venture experienced 100%
occupancy in 2004 and 2003. Its 2004 net income decreased by approximately
$80,000 from the 2003 net income. Rental income decreased approximately $8,000
due to a decrease in quarterly common area maintenance fees. Other income
remained consistent from 2003 to 2004. Total expenses increased 10% mainly due
to an increase in consulting fees, legal fees, commissions from the lease
renewal, and resident management expenses and fees. Because the joint venture
has had net income during each of the last three years, the Partnership's 50%
equity has enabled the Partnership to receive cash distributions from the
Venture of $72,000 in 2003 and $108,000 in 2002. In 2004, the venture used cash
flow from operations to reduce outstanding accounts payable and accrued
expenses.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------- ----------------------------------------------------------

         The Partnership invests only in short term money market instruments, in
amounts in excess of daily working cash requirements. The rates of earnings on
those investments increase or decrease in line with the general movement of
interest rates. The mortgage loans on the Partnership's properties are fixed
rate and therefore, are not subject to market risk.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
---------------------------------------------------

         Listed under Item 15 of this report.

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

         None.

ITEM 9A: CONTROLS AND PROCEDURES
-------- -----------------------

         The Partnership maintains a set of disclosure controls and procedures
designed to ensure that information required to be disclosed by the Partnership
in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms. Within the 90-day period
prior to the filing of this report, an evaluation was carried out under the
supervision and with the participation of the Partnership's management,
including the Partnership's Individual General Partner and Principal Financial
Officer, of the effectiveness of the Partnership's disclosure controls and
procedures. Based on that evaluation, the Partnership's Individual General
Partner and Principal Financial Officer concluded that the Partnership's
disclosure controls and procedures are effective.

         Subsequent to the date of their most recent evaluation, there have been
no significant changes in the Partnership's internal control over financial
reporting or in other factors that could significantly affect the internal
control over financial reporting.
                                        7
<PAGE>
                                    PART III
                                    --------

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------- --------------------------------------------------

         The Partnership, as an entity, does not have any directors or officers.
The Individual General Partner of the Partnership is Joseph M. Jayson. The
directors and executive officers of Realmark Properties, Inc., the Partnership's
Corporate General Partner, as of December 31, 2004, are listed below. Each
director is subject to election on an annual basis.
<TABLE>
<CAPTION>
                     Title of All Positions Held with
Name                 the Corporate General Partner      Year First Elected to Position
----                 -----------------------------      ------------------------------
<S>                  <C>                                               <C>
Joseph M. Jayson     Chairman of the Board, President                  1979
                       and Treasurer

Judith P. Jayson     Vice President and Director                       1979
</TABLE>
         Joseph M. Jayson and Judith P. Jayson are married to each other.

         The Directors and Executive Officers of the Corporate General Partner
and their principal occupations and affiliations during the last five years or
more are as follows:

         Joseph M. Jayson, age 66, is Chairman, Director and sole stockholder of
J. M. Jayson and Company, Inc. and certain of its affiliated companies: U.S.
Apartments LLC, Westmoreland Capital Corporation, Oilmark Corporation and U.S.
Energy Development Corporation. In addition, Mr. Jayson is Chairman of Realmark
Corporation, Chairman, President and Treasurer of Realmark Properties, Inc.,
wholly-owned subsidiaries of J. M. Jayson and Company, Inc. and co-general
partner of Realmark Property Investors Limited Partnership, Realmark Property
Investors Limited Partnership-II, Realmark Property Investors Limited
Partnership-III, Realmark Property Investors Limited Partnership-IV, Realmark
Property Investors Limited Partnership-V, Realmark Property Investors Limited
Partnership-VI A, and Realmark Property Investors Limited Partnership-VI B. Mr.
Jayson has been in the real estate business for the last 42 years and is a
Certified Property Manager as designated by the Institute of Real Estate
Management ("I.R.E.M."). Mr. Jayson received a B.S. Degree in Education in 1961
from Indiana University, a Masters Degree from the University of Buffalo in
1963, and has served on the educational faculty of the Institute of Real Estate
Management. Mr. Jayson has for the last 42 years been engaged in various aspects
of real estate brokerage and investment. He brokered residential properties from
1962 to 1964, commercial investment properties from 1964 to 1967, and in 1967
left commercial real estate to form his own investment firm. Since that time,
Mr. Jayson and J. M. Jayson & Company, Inc. have formed or participated in
various ways with forming over 30 real estate related limited partnerships. For
the past 23 years, Mr. Jayson and an affiliate have also engaged in
developmental drilling for gas and oil.

         Judith P. Jayson, age 64, is currently Vice President and a Director of
Realmark Properties, Inc. She is also a Director of the property management
affiliate, Realmark Corporation. Mrs. Jayson has been involved in property
management for the last 33 years and has extensive experience in the hiring and
training of property management personnel and in directing, developing and
implementing property management systems and programs. Mrs. Jayson, prior to
joining the firm in 1973, taught business in the Buffalo, New York High School
System. Mrs. Jayson graduated from St. Mary of the Woods College in Terre Haute,
Indiana, with a degree in Business Administration.

                                        8
<PAGE>
Audit Committee
---------------

         The Partnership has a separately-designated standing audit committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act. The
members of the audit committee are Joseph M. Jayson and Bryant E. Zilke.

Audit Committee Financial Expert
--------------------------------

         The Directors and Executive Officers of the Corporate General Partner
have determined that Bryant E. Zilke is an audit committee financial expert as
defined by Item 401(h) of Regulation S-K of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). Mr. Zilke is not independent within the meaning
of Item 7(d)(3)(iv) of Schedule 14A of the Exchange Act due to limited
circumstances, namely that the Partnership is small in size and there is limited
personnel. Mr. Zilke is not independent as a result of being an employee of an
affiliate of the Corporate General Partner.

Code of Ethics
--------------

         The Partnership has adopted a code of ethics for the partners,
principal financial officer, and employees of the Corporate General Partner or
its affiliates who render services on behalf of the Partnership. The Partnership
will provide to any person without charge, upon request, a copy of the code of
ethics, which is available from:

         Realmark Property Investors Limited Partnership - II
         Attention:  Investor Relations
         2350 North Forest Road
         Getzville, New York 14068

ITEM 11: EXECUTIVE COMPENSATION
-------- ----------------------

         No direct remuneration was paid or payable by the Partnership to
directors and officers (since it has no directors or officers), nor was any
direct remuneration paid or payable by the Partnership to directors or officers
of Realmark Properties, Inc., the Corporate General Partner and sponsor, for the
year ended December 31, 2004. The Corporate General Partner and its affiliate,
Realmark Corporation, are entitled to fees and to certain expense reimbursements
with respect to Partnership operations, as set forth in Item 13 hereof and in
the notes to the consolidated financial statements.

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------- --------------------------------------------------------------

         No person is known to the Partnership to own of record or beneficially,
more than 5% of the units of limited partnership interests of the Partnership,
except for affiliates of the general partners that own 912 units of limited
partnership interest amounting to approximately 9.1% of the Partnership interest
at December 31, 2004. The general partners and the executive officers of the
Corporate General Partner, as of December 31, 2004, owned 8 units of limited
partnership interest. The general partners and affiliates will receive their
proportionate share, as limited partners, of any distributable proceeds from the
sale of the properties.

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------- ----------------------------------------------

         The properties of the Partnership and its subsidiary are managed by
                                        9
<PAGE>
Realmark Corporation, an affiliate of the Partnership's Corporate General
Partner, for a fee of generally 5% of annual net rental income of the
properties. Realmark Corporation and the Corporate General Partner are also
reimbursed for disbursements made on behalf of the Partnership. Those
transactions are further described, and quantified, in the note to the
consolidated financial statements entitled "Related Party Transactions".

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

Audit Engagement: Toski, Schaefer & Co., P.C. was engaged as the Partnership's
independent auditor for years 2004 and 2003. All fees incurred for the years
ended December 31, 2004 and 2003 were approved by the Audit Committee.

Audit Fees: Audit fees for the audit of the Partnership's annual financial
statements included in the Partnership's annual report on Form 10-K and those
financial statements included in the Partnership's quarterly reports on Form
10-Q by Toski, Schaefer & Co., P.C. for the years ended December 31, 2004 and
2003 totaled $30,700 and $28,150, respectively.

Audit-Related Fees: None.

Tax Fees: The Partnership engaged Toski, Schaefer & Co., P.C. to provide tax
filing and compliance services during the years ended December 31, 2004 and
2003. The fees for these services amounted to $6,885 and $4,104, respectively.

All Other Fees:  None.

         The Audit Committee has set a policy that all fees incurred by the
Partnership for services performed by its independent auditors must be
pre-approved by the Audit Committee. All fees related to 2004 were pre-approved
by the Audit Committee.

         The Audit Committee oversees the Partnership's financial reporting
process. Management has the primary responsibility for the financial statements
and the financial reporting process, including the systems of internal controls.
In fulfilling its oversight responsibilities, the Audit Committee reviewed the
audited financial statements with management, including a discussion of the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments and the clarity of disclosures in the
financial statements.

         The Audit Committee has the sole authority to retain and terminate the
Partnership's independent auditors and approves all fees paid to the independent
auditors. During 2004 and 2003, the Audit Committee reviewed with the
independent auditors, who are responsible for expressing an opinion on the
conformity of those audited financial statements with generally accepted
accounting principles, their judgments as to the quality, not just the
acceptability, of the Partnership's accounting principles and such other matters
as are required to be discussed with the Audit Committee under generally
accepted auditing standards. In addition, the Audit Committee has discussed with
the independent auditors the auditors' independence from management and the
Partnership, including the matters in the written disclosures required by the
Independence Standards Board, and considered the scope and type of non-audit
services provided by the auditor when reviewing the compatibility of those
non-audit services with the auditors' independence.

         The Audit Committee discussed with the Partnership's independent
auditors the overall scope and plans for their audit. The Audit Committee meets
with the independent auditors to discuss the results of their examinations,
their evaluations of the Partnership's internal controls, and the overall
quality of the Partnership's financial reporting.
                                       10
<PAGE>
         In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the General Partners (and the General Partners have
approved) that the audited financial statements be included in the annual report
on Form 10-K for the year ended December 31, 2004.

                                     PART IV
                                     -------

ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
-------- ------------------------------------------------------------------
<TABLE>
<CAPTION>
(a)      Consolidated Financial Statements                                             Page
---      ---------------------------------                                             ----
<S>                                                                                       <C>
         Independent Auditors' Report                                                   F-1
         Consolidated Balance Sheets as of December 31, 2004 and 2003                   F-2
         Consolidated Statements of Operations for the years ended
           December 31, 2004, 2003 and 2002                                             F-3
         Consolidated Statements of Partners' Equity for the years
           ended December 31, 2004, 2003 and 2002                                       F-4
         Consolidated Statements of Cash Flows for the years ended
           December 31, 2004, 2003 and 2002                                             F-5
         Notes to Consolidated Financial Statements                                     F-6

         FINANCIAL STATEMENT SCHEDULE
         ----------------------------

         (i)  Schedule III - Real Estate and Accumulated Depreciation                   F-16
</TABLE>
         All other schedules are omitted because they are not applicable or the
         required information is shown in the consolidated financial statements
         or the notes thereto.

(b)      Reports on Form 8-K
         -------------------

         None.

(c)      Exhibits
         --------

         2. Plan of acquisition, reorganization, arrangement, liquidation, or
            succession

            (a) Stipulation of Settlement Agreement dated August 29, 2001 is
                incorporated herein by reference.

            (b) Order and Final Judgment Approving Settlement and Awarding Fees
                and Expenses dated November 29, 2001 is incorporated herein by
                reference.







                                       11
<PAGE>
         4. Instruments defining the rights of security holders, including
            indentures

            (a) First Amended and Restated Agreement and Certificate of Limited
                Partnership filed with the Registration Statement of the
                Registrant Form S-11, filed September 30, 1982 and subsequently
                amended, is incorporated herein by reference.

        10. Material contracts

            (a) Property Management Agreement with Realmark Corporation included
                with the Registration Statement of the Registrant as filed and
                amended to date is incorporated herein by reference.

         14. Code of Ethics filed December 31, 2003, are incorporated herein by
             reference.

         21. Subsidiary of the Partnership is filed herewith.

         31. Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to
             Section 302 of the Sarbanes-Oxley Act of 2002, is filed herewith.

         32. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
             Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is
             filed herewith.






























                                       12
<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.

REALMARK PROPERTY INVESTORS
LIMITED PARTNERSHIP - II


By:      /s/Joseph M. Jayson                                  March 31, 2005
         -------------------                                  --------------
         JOSEPH M. JAYSON,                                         Date
         Individual General Partner

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


By:      REALMARK PROPERTIES, INC.
         Corporate General Partner

         /s/ Joseph M. Jayson                                 March 31, 2005
         -------------------                                  --------------
         JOSEPH M. JAYSON,                                         Date
         President, Treasurer and Director

         /s/ Judith P. Jayson                                 March 31, 2005
         -------------------                                  --------------
         JUDITH P. JAYSON,                                         Date
         Vice President and Director






















                                       13
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

The Partners
Realmark Property Investors Limited
    Partnership - II:

We have audited the accompanying consolidated balance sheets of Realmark
Property Investors Limited Partnership - II and Subsidiary as of December 31,
2004 and 2003, and the related consolidated statements of operations, partners'
equity, and cash flows for each of the three years in the period ended December
31, 2004. Our audits also included the financial statement schedule listed in
the index at Item 15. These consolidated financial statements and the financial
statement schedule are the responsibility of the general partners. Our
responsibility is to express an opinion on the consolidated financial statements
and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Partnership is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances but not for the purpose of expressing an
opinion on the effectiveness of the Partnership's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Realmark Property
Investors Limited Partnership - II and Subsidiary as of December 31, 2004 and
2003, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2004, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

As discussed in note 8 to the consolidated financial statements, the Partnership
settled a class and derivative lawsuit in which it was involved. As a result of
this settlement, the Partnership is currently in the process of winding up its
operations and disposing of its investments. It is anticipated that this process
will take place within the next twelve months.


                                              /s/ TOSKI, SCHAEFER & CO., P.C.
                                              -------------------------------
                                              TOSKI, SCHAEFER & CO., P.C.

Williamsville, New York
March 29, 2005


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

                           Consolidated Balance Sheets

                           December 31, 2004 and 2003


                           Assets                                                       2004         2003
                           ------                                                       ----         ----
<S>                                                                                  <C>             <C>
Property and equipment, at cost, all held for sale:
     Land                                                                            $  460,515      460,515
     Buildings and improvements                                                       4,286,260    4,273,340
     Furniture and equipment                                                              9,950        9,950
                                                                                     ----------   ----------

                                                                                      4,756,725    4,743,805
     Less accumulated depreciation                                                    2,531,480    2,531,480
                                                                                     ----------   ----------

                           Net property and equipment                                 2,225,245    2,212,325

Cash and equivalents                                                                    167,131      225,551
Accounts receivable                                                                      74,646        7,171
Receivables from affiliated parties                                                     133,772      138,723
Escrow deposits                                                                               -       15,995
Other assets                                                                             29,528       45,127
                                                                                     ----------   ----------

                           Total assets                                              $2,630,322    2,644,892
                                                                                     ==========   ==========

                        Liabilities and Partners' Equity
                        --------------------------------

Liabilities:
     Mortgage loan payable                                                                    -       14,418
     Accounts payable and accrued expenses                                               73,003       42,761
     Security deposits and prepaid rents                                                 48,684       88,330
                                                                                     ----------   ----------

                           Total liabilities                                            121,687      145,509
                                                                                     ----------   ----------

Losses of unconsolidated joint ventures in excess of investment                         948,323    1,046,561

Partners' equity:
     General partners                                                                   369,292      366,067
     Limited partners                                                                 1,191,020    1,086,755
                                                                                     ----------   ----------

                           Total partners' equity                                     1,560,312    1,452,822
                                                                                     ----------   ----------

                           Total liabilities and partners' equity                    $2,630,322    2,644,892
                                                                                     ==========   ==========
</TABLE>








          See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>
<TABLE>
<CAPTION>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

                      Consolidated Statements of Operations

                  Years ended December 31, 2004, 2003 and 2002



                                                                           2004      2003        2002
                                                                         -------    --------   --------
<S>                                                                      <C>         <C>        <C>
Income:
     Rental                                                              $848,133    843,547    880,401
     Interest and other                                                    10,333     15,341      8,368
                                                                         --------   --------   --------

                           Total income                                   858,466    858,888    888,769
                                                                         --------   --------   --------
Expenses:
     Property operations                                                  618,302    536,671    557,457
     Interest                                                                  92      1,558     15,933
     Administrative:
         Affiliated parties                                               130,020    120,739    127,113
         Other                                                            100,800    110,520    151,164
                                                                         --------   --------   --------

                           Total expenses                                 849,214    769,488    851,667
                                                                         --------   --------   --------

Income before equity in earnings of unconsolidated
     joint ventures                                                         9,252     89,400     37,102

Equity in earnings of unconsolidated joint ventures                        98,238    137,852    139,130
                                                                         --------   --------   --------

                           Net income                                    $107,490    227,252    176,232
                                                                         ========   ========   ========

Net income per limited partnership unit                                  $  10.43      22.04      17.09
                                                                         ========   ========   ========

Weighted average number of limited partnership
     units outstanding                                                     10,000     10,000     10,000
                                                                         ========   ========   ========
</TABLE>
















          See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

                   Consolidated Statements of Partners' Equity

                  Years ended December 31, 2004, 2003 and 2002




                                                              Limited Partners
                                                 General      ----------------
                                                 Partners     Units     Amount
                                                 --------     -----     ------
<S>                                             <C>           <C>        <C>
Balances at December 31, 2001                   $ 353,962     10,000     695,376

Net income                                          5,287         --     170,945
                                                ---------    -------   ---------

Balances at December 31, 2002                     359,249     10,000     866,321

Net income                                          6,818         --     220,434
                                                ---------    -------   ---------

Balances at December 31, 2003                     366,067     10,000   1,086,755

Net income                                          3,225         --     104,265
                                                ---------    -------   ---------

Balances at December 31, 2004                   $ 369,292     10,000   1,191,020
                                                =========    =======   =========
</TABLE>
























          See accompanying notes to consolidated financial statements.
                                      F-4
<PAGE>
<TABLE>
<CAPTION>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

                      Consolidated Statements of Cash Flows

                  Years ended December 31, 2004, 2003 and 2002




                                                                         2004          2003        2002
                                                                         ----          ----        ----
<S>                                                                    <C>            <C>          <C>
Cash flows from operating activities:
     Net income                                                        $ 107,490      227,252      176,232
     Adjustments to reconcile net income to net
         cash provided by (used in) operating activities:
              Amortization                                                   217        7,921       10,379
              Equity in earnings of joint ventures                       (98,238)    (137,852)    (139,130)
              Changes in:
                  Accounts receivable                                    (67,475)      (6,513)       3,022
                  Receivables from affiliated parties                      4,951      (40,228)     (48,629)
                  Escrow deposits                                         15,995       (2,276)      (2,313)
                  Other assets                                            15,382        4,947      (14,989)
                  Accounts payable and accrued expenses                   30,242      (38,920)        (603)
                  Security deposits and prepaid rents                    (39,646)     (11,844)      (6,041)
                                                                       ---------     --------     --------

                           Net cash provided by (used in)
                               operating activities                      (31,082)       2,487      (22,072)
                                                                       ---------     --------     --------

Cash flows from investing activities:
     Additions to property and equipment                                 (12,920)     (25,598)     (16,378)
     Distributions from joint venture                                         --       72,000      108,000
                                                                       ---------     --------     --------
                           Net cash provided by (used in)
                               investing activities                      (12,920)      46,402       91,622
                                                                       ---------     --------     --------

Cash flows from financing activities -
     principal payments on mortgage loan                                 (14,418)     (58,640)    (164,576)
                                                                       ---------     --------     --------

Net decrease in cash and equivalents                                     (58,420)      (9,751)     (95,026)

Cash and equivalents at beginning of year                                225,551      235,302      330,328
                                                                       ---------     --------     --------

Cash and equivalents at end of year                                    $ 167,131      225,551      235,302
                                                                       =========     ========     ========

Supplemental disclosure of cash flow information -
      cash paid for interest                                           $     200        4,270       14,175
                                                                       =========     ========     ========
</TABLE>








          See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                        December 31, 2004, 2003 and 2002


(1)  Formation and Operation of Partnership
-------------------------------------------

     Realmark Property Investors Limited Partnership - II (the Partnership) is a
     Delaware limited partnership formed on March 25, 1982, to invest in a
     diversified portfolio of income producing real estate investments.

     In 1982 and 1983, the Partnership sold, through a public offering, 10,000
     units of limited partnership interest. The general partners are Realmark
     Properties, Inc. (the Corporate General Partner) and Joseph M. Jayson (the
     Individual General Partner) who is the sole shareholder of J.M. Jayson &
     Company, Inc. Realmark Properties, Inc. is a wholly-owned subsidiary of
     J.M. Jayson & Company, Inc.

     Under the partnership agreement, the general partners and their affiliates
     can receive compensation for services rendered, and reimbursement for
     expenses incurred on behalf of the Partnership (note 6).

(2)  Summary of Significant Accounting Policies
-----------------------------------------------

     (a) Basis of Accounting and Consolidation
     -----------------------------------------

         The accompanying consolidated financial statements have been prepared
         on the accrual basis of accounting and include the accounts of the
         Partnership and its subsidiary, Realmark/Foxhunt Limited Partnership
         which owned and operated the Foxhunt Apartments, a 250 unit apartment
         complex located in Dayton, Ohio, acquired in 1984 and sold in 2001. The
         Partnership owns Northwind Office Park.

         In consolidation, all intercompany accounts and transactions have been
         eliminated.

     (b) Estimates
     -------------

         The preparation of financial statements in conformity with generally
         accepted accounting principles in requires management to make estimates
         and assumptions that affect certain reported amounts and disclosures.
         Accordingly, actual results could differ from those estimates.

     (c) Property and Equipment
     --------------------------

         Property and equipment are recorded at cost. Depreciation is provided
         using the straight-line method over the estimated useful lives of the
         assets, from 5 to 25 years. Significant improvements are capitalized,
         while expenditures for maintenance and repairs and replacements are
         charged to expense as incurred. Upon disposal of depreciable property,
         the appropriate property accounts are reduced by the related costs and
         accumulated depreciation and gains and losses are reflected in the
         consolidated statements of operations.


                                      F-6
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

(2)  Summary of Significant Accounting Policies, Continued
----------------------------------------------------------

     (c) Property and Equipment, Continued
     -------------------------------------

         The Partnership reviews long-lived assets for impairment whenever
         events or changes in circumstances indicate that the carrying amount of
         the assets may not be recoverable. In determining whether there is an
         impairment of long-lived assets, the Partnership compares the sum of
         the expected future net cash flows (undiscounted and without interest
         charges) to the carrying amount of the assets. At December 31, 2004, no
         impairment in value has been recognized.

         The Partnership and its ventures' policy is to consider a property to
         be held for sale or disposition when the Partnership or venture has
         committed to a plan to sell or dispose of such property and active
         marketing activity has commenced or is expected to commence in the near
         term or the Partnership or venture has concluded that it may dispose of
         the property by no longer funding operating deficits or debt service
         requirements of the property thus allowing the lender to realize upon
         its security. Any properties identified as "held for sale of
         disposition" are no longer depreciated. All the properties were held
         for sale in 2004, 2003, and 2002.

     (d) Cash and Equivalents
     ------------------------

         Cash and equivalents include money market accounts and any highly
         liquid debt instruments purchased with a maturity period of three
         months or less.

     (e) Deferred Mortgage Costs
     ---------------------------

         Costs incurred in obtaining mortgage financing are deferred and
         amortized using the straight-line method over the life of the
         respective mortgages. In February 2004, the mortgage for the Northwind
         property was paid off. As of December 31, 2004, there are no deferred
         mortgage costs.

     (f) Unconsolidated Joint Ventures
     ---------------------------------

         The Partnership's investment in Research Triangle Industrial Park West
         Associates Joint Venture and Research Triangle Land Joint Venture are
         unconsolidated joint ventures, which are accounted for on the equity
         method. These joint ventures are not consolidated in the Partnership's
         financial statements because the Partnership is not the majority owner.

     (g) Rental Income
     -----------------

         Rental income is recognized as earned according to the terms of the
         leases. Leases for residential properties are generally for periods of
         one year or less, payable monthly. Commercial leases are generally for
         periods of one to five years. Delinquent residential property rent is
         not recorded.
                                      F-7
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
              Notes to Consolidated Financial Statements, Continued


(2)  Summary of Significant Accounting Policies, Continued
----------------------------------------------------------

     (h) Per Unit Data
     -----------------

         Per limited partnership unit is based on the weighted average number of
         limited partnership units outstanding for the year.

     (i) Fair Value of Financial Instruments
     ---------------------------------------

         The fair value of the Partnership's financial instruments approximated
         their carrying values at December 31, 2004.

     (j) Income Allocation and Distributable Cash Flow
     -------------------------------------------------

         The partnership agreement provides that income not arising from sale
         and refinancing activities and all partnership losses are to be
         allocated 97% to the limited partners and 3% to the general partners.
         Partnership income arising from sale or refinancing activities is
         allocated in the same proportion as distributions of distributable cash
         from sale proceeds. In the event there is no distributable cash from
         sale proceeds, taxable income will be allocated 87% to the limited
         partners and 13% to the general partners. The above is subject to tax
         laws that were applicable at the time of the formation of the
         Partnership and may be adjusted due to subsequent changes in the
         Internal Revenue Code.

         The partnership agreement also provides for the distribution to the
         partners of net cash flow from operations. In connection with the
         pending sale of the Partnership's properties (note 8), it is
         anticipated that there will be no future distributions of net cash flow
         from operations. Sale or refinancing proceeds are distributed to the
         extent available, 100% to the limited partners until there has been a
         return of the limited partner's capital contribution plus an amount
         sufficient to provide a 7%, not compounded, return on their adjusted
         capital contributions for all years following the termination of the
         offering of the units. It is anticipated that there will not be
         sufficient cash flow from the sale of the Partnership's remaining
         properties to provide this return to the limited partners. There were
         no distributions to partners made in 2004, 2003, or 2002.

     (k) Income Taxes
     ----------------

         No income taxes are included in the consolidated financial statements
         since the taxable income or loss of the Partnership is reportable by
         the partners on their income tax returns. At December 31, 2004, net
         assets for financial reporting purposes were $960,909 more than the tax
         bases of the net assets.


                                      F-8
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
              Notes to Consolidated Financial Statements, Continued

(2)  Summary of Significant Accounting Policies, Continued
----------------------------------------------------------

     (l) Segment Information
     -----------------------

         The Partnership's operating segments all involve the ownership and
         operation of income-producing real property and are aggregated into one
         reporting segment.

     (m) Recent Pronouncements
     -------------------------

         In April 2004, the EITF released Issue No. 03-06, "Participating
         Securities and the Two Class Method under SFAS No. 128, Earnings per
         Share", which addressed a number of questions regarding the computation
         of earnings per share by companies that have issued securities other
         than common stock that contractually entitle the holder to participate
         in dividends and earnings of the company when, and if, it declares
         dividends on its common stock. It requires that undistributed earnings
         for the period be allocated to a participating security based on the
         contractual participation rights of the security to share in those
         earnings as if all the earnings for the period had been distributed in
         calculating earnings per share. EITF Issue No. 03-06 is effective for
         fiscal periods beginning after March 15, 2004. It requires that prior
         period earnings per share amounts be restated to ensure comparability
         year over year. The adoption of EITF Issue No. 03-06 did not have an
         impact on the Partnership's financial position, results of operations
         or cash flows.

         In November 2004, the Financial Accounting Standards Board (FASB)
         issued Statement of Financial Accounting Standards (SFAS) No.151,
         "Inventory Costs, an amendment of ARB No. 43, Chapter 4". The standard
         requires that abnormal amounts of idle capacity and spoilage costs
         should be excluded from the cost of inventory and expensed when
         incurred. The provision is effective for fiscal periods beginning after
         June 15, 2005. The Partnership does not believe this pronouncement will
         have a material effect on its financial position, results of operations
         or cash flows.

         In December 2004, the FASB issued SFAS 153, "Exchanges of Nonmonetary
         Assets, an amendment of APB No. 29, Accounting for Nonmonetary
         Transactions." SFAS 153 requires exchanges of productive assets to be
         accounted for at fair value, rather than at carryover basis, unless (1)
         neither the asset received nor the asset surrendered has a fair value
         that is determinable within reasonable limits or (2) the transactions
         lack commercial substance. SFAS 153 is effective for nonmonetary asset
         exchanges occurring in fiscal periods beginning after June 15, 2005.
         The Partnership does not believe this pronouncement will have a
         material effect on its financial position, results of operations or
         cash flows.

         In December 2004, the FASB released its final revised standard, SFAS
         No. 123R, "Share-Based Payment." SFAS 123R requires that a public
         entity measure the cost of equity based service awards based on the
         grant-date fair value of the award. That cost will be recognized over
         the period during which an employee is required to provide service in
         exchange for the award or the vesting period. No compensation cost is
                                       F-9
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
              Notes to Consolidated Financial Statements, Continued


(2)  Summary of Significant Accounting Policies, Continued
----------------------------------------------------------

     (m) Recent Pronouncements, Continued
     ------------------------------------

         recognized for equity instruments for which employees do not render the
         requisite service. A public entity will initially measure the cost of
         liability based service awards based on its current fair value; the
         fair value of that award will be remeasured subsequently at each
         reporting date through the settlement date. Changes in fair value
         during the requisite service period will be recognized as compensation
         cost over that period. Adoption of SFAS 123R is required for fiscal
         periods beginning after June 15, 2005. The Partnership does not believe
         this pronouncement will have a material effect on its financial
         position, results of operations or cash flows.

(3)  Investments in Real Estate
-------------------------------

     On January 1, 2002, the Partnership adopted SFAS No. 144, "Accounting for
     the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes
     SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
     Long-Lived Assets to Be Disposed Of." SFAS No. 144 establishes the
     accounting and reporting standards for the impairment or disposal of
     long-lived assets by requiring those assets to be measured at the lower of
     depreciated cost or fair value less selling costs, whether reported on
     continuing operations or in discontinued operations. This standard does not
     change the fundamental provisions of SFAS No. 121; however, it resolves
     various implementation issues of SFAS No. 121. The adoption of this
     standard did not have a material effect on the Partnership's consolidated
     financial position or results of operations for the year ended December 31,
     2002.

     Effective January 1, 2001, the Partnership entered into a plan to dispose
     of the property of Northwind Office Park. The carrying value of the assets
     of Northwind Office Park was $2,225,245 at December 31, 2004, and the
     property generated net income of $150,312 for the year then ended.

     Depreciation expense, not recorded during the disposal periods on Northwind
     Office Park amounted to $187,000, $186,000, and $184,000, for the years
     ended December 31, 2004, 2003 and 2002, respectively.

     All of the properties were classified as property held for sale prior to
     the adoption of SFAS No. 144 and continue to be actively marketed for sale.
     Accordingly their results of operations have been recorded in continuing
     operations.




                                      F-10
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
              Notes to Consolidated Financial Statements, Continued


(4)  Investments in Unconsolidated Joint Ventures
-------------------------------------------------

     The Partnership has a 50% interest in a joint venture with Realmark
     Property Investors Limited Partnership-VIA (RPILP-VIA), an entity
     affiliated through common general partners. The venture owns and operates
     the Research Triangle Industrial Park West, an office/warehouse facility
     located in Research Triangle Park, North Carolina. The joint venture
     agreement provides that any income, loss, gain, cash flow, or sale proceeds
     be allocated 50% to the Partnership and 50% to RPILP-VIA.

         Summary financial information of the Venture follows:
<TABLE>
<CAPTION>
                            Balance Sheet Information
                            -------------------------
                                                                                               December 31
                                                                                               -----------
                           Assets                                                          2004            2003
                           ------                                                       -----------      ---------
<S>                                                                                     <C>              <C>
Property, net of accumulated depreciation                                               $ 1,737,281      1,684,255
Cash and equivalents                                                                             --         26,667
Escrow deposits                                                                             731,672        871,080
Other assets                                                                                241,414        245,242
                                                                                        -----------    -----------

                           Total assets                                                 $ 2,710,367      2,827,244
                                                                                        ===========    ===========


                        Liabilities and Partners' Deficit
                        ---------------------------------

Liabilities:
     Mortgage loan payable                                                                4,952,588      5,060,888
     Accounts payable and accrued expenses                                                   76,804        288,337
                                                                                        -----------    -----------

                           Total liabilities                                              5,029,392      5,349,225
                                                                                        -----------    -----------

Partners' deficit:
     The Partnership                                                                     (1,060,097)    (1,161,575)
     RPILP - VI A                                                                        (1,258,928)    (1,360,406)
                                                                                        -----------    -----------

                           Total partners' deficit                                       (2,319,025)    (2,521,981)
                                                                                        -----------    -----------

                           Total liabilities and partners' deficit                      $ 2,710,367      2,827,244
                                                                                        ===========    ===========

</TABLE>




                                      F-11
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements



(4)  Investments in Unconsolidated Joint Ventures, Continued
------------------------------------------------------------
<TABLE>
<CAPTION>
                              Operating Information
                              ---------------------

                                                                          Years ended December 31,
                                                                      -------------------------------
                                                                         2004       2003      2002
                                                                      ---------   --------  ---------
<S>                                                                   <C>          <C>        <C>
Income:
     Rental                                                           $ 976,950    984,634    975,220
     Other                                                                1,772      2,231      5,335
                                                                      ---------   --------  ---------

                           Total income                                 978,722    986,865    980,555
                                                                      ---------   --------  ---------
Expenses:
     Property operations                                                254,302    201,803    178,923
     Interest                                                           418,830    427,613    433,798
     Administrative:
         Affiliated parties                                              58,617     59,078     54,867
         Other                                                           44,017     15,965     26,047
                                                                      ---------   --------  ---------
                           Total expenses                               775,766    704,459    693,635
                                                                      ---------   --------  ---------

                           Net income                                 $ 202,956    282,406    286,920
                                                                      =========   ========  =========

Allocation of net income:
     The Partnership                                                    101,478    141,203    143,460
     RPILP - VI A                                                       101,478    141,203    143,460
                                                                      ---------   --------  ---------

                           Total                                      $ 202,956    282,406    286,920
                                                                      =========   ========  =========
</TABLE>
     A reconciliation of the Partnership's investment in Research Triangle
     Industrial Park Joint Venture is as follows:
<TABLE>
<CAPTION>
                                                                       2004            2003           2002
                                                                   ------------     ----------     ----------
<S>                                                                <C>              <C>            <C>
Losses in excess of investment at
    beginning of year                                              $ (1,161,575)    (1,230,778)    (1,266,238)
Allocated net income                                                    101,478        141,203        143,460
Distribution from joint venture                                              --        (72,000)      (108,000)
                                                                   ------------     ----------     ----------
Losses in excess of investment at
    end of year                                                    $ (1,060,097)    (1,161,575)    (1,230,778)
                                                                   ============     ==========     ==========
</TABLE>







                                      F-12
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
              Notes to Consolidated Financial Statements, Continued


(4)  Investments in Unconsolidated Joint Ventures, Continued
------------------------------------------------------------

     In 1992, the Partnership entered into an agreement with the Adaron Group to
     form the Research Triangle Land Joint Venture. The primary purpose of this
     joint venture is to develop the undeveloped land on the site of Research
     Triangle Industrial Park West. This land was placed into the Land Joint
     Venture by Research Triangle Industrial Park West. The ownership of the
     joint venture is 50% attributable to Adaron Group and 50% to the
     Partnership. The value allocated to the land in this joint venture upon
     acquisition was $412,500. In 2001, a portion of the land was sold for a
     gain of $180,199. The Partnership's remaining investment in the land
     amounted to $111,770 and $115,010 at December 31, 2004 and 2003,
     respectively.

(5)  Mortgage Loan Payable
--------------------------

     Northwind Office Park made the final payment on a mortgage loan bearing
     interest at 9% and payable in monthly principal and interest installments
     of $4,779 in February 2004. The loan had a balance of $14,418 at December
     31, 2003.

(6)  Related Party Transactions
-------------------------------

     The Corporate General Partner and its affiliates earn fees, principally for
     property and partnership management and are reimbursed for services
     rendered to the Partnership, as provided for in the partnership agreement.
     A summary of those items follows:
<TABLE>
<CAPTION>
                                                                       2004             2003               2002
                                                                       ----             ----               ----
<S>                                                                <C>                   <C>               <C>
         Property management fees based on a percent-
              age (generally 5%) of the rental income              $    51,046           52,666            53,157

         Reimbursement for cost of services to the Partnership
              that include investor relations, marketing of
              properties, supplies, professional fees,
              communications, accounting, printing, postage and
              other items                                               78,974           68,073            73,956
                                                                   -----------        ---------        ----------

                                                                   $   130,020          120,739           127,113
                                                                   ===========        =========        ==========
</TABLE>
     In addition to the above, other property specific expenses such as payroll,
     benefits, etc. are charged to property operations on the Partnership's
     consolidated statements of operations. Receivables from affiliated parties
     are payable on demand and bear interest at 11%.

     Loan placement fees are paid or accrued to an affiliate of the general
     partners. The fee is calculated at 1% of the mortgage loan amounts. No such
     fees were paid during the years ended December 31, 2004, 2003 and 2002.

                                      F-13
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
              Notes to Consolidated Financial Statements, Continued

(6)  Related Party Transactions, Continued
------------------------------------------

     Property Disposition Fee
     ------------------------

     According to the terms of the partnership agreement, the general partners
     are also allowed to collect a property disposition fee upon sale of
     acquired properties. This fee is not to exceed the lesser of 50% of amounts
     customarily charged in arm's-length transactions by others rendering
     similar services for comparable properties or 3% of the sales price. The
     property disposition fee is subordinate to payments to the limited partners
     of a cumulative annual return (not compounded) equal to 7% of their average
     adjusted capital balances and to repayment to the limited partners of an
     amount equal to their original capital contributions. Since these
     conditions described above have not been met, no disposition fees have been
     paid or accrued on properties sold in prior years.

(7)  Leases
----------

     All residential property rental agreements are for a duration of one year
     or less. In connection with the operation of Northwind, a commercial
     property, the Partnership has entered into numerous operating leases with
     terms from 1 to 5 years. Future rentals to be received on non-cancelable
     operating leases with terms of more than one year are as follows:

                           2005                           $    695,540
                           2006                                547,243
                           2007                                380,197
                           2008                                245,675
                           2009                                 20,116

(8)  Settlement of Lawsuit
--------------------------

     As previously reported, the Partnership, as a nominal defendant, the
     general partners of the Partnership and of affiliated public Partnerships
     (the "Realmark Partnerships") and the officers and directors of the
     Corporate General Partner, as defendants, had been involved in a class
     action litigation at the state court level regarding the payment of fees
     and other management issues.

     On August 29, 2001, the parties entered into a Stipulation of Settlement
     (the "Settlement"). On October 4, 2001, the Court issued an "Order
     Preliminary Approving Settlement' (the "Hearing Order") and on November 29,
     2001, the Court issued an "Order and Final Judgment Approving Settlement
     and Awarding Fees and Expenses" and dismissing the complaints with
     prejudice. The Settlement provided, among other things, that all of the
     Realmark Partnerships' properties be disposed of. The general partners will
     continue to have primary authority to dispose of Partnerships' properties.
     If either (i) the general partners have not sold or contracted to sell 50%
     of the Partnerships' properties (by value) by April 2, 2002 or (ii) the
     general partners have not sold or contracted to sell 100% of the
     Partnerships' properties by September 29, 2002, then the primary authority
     to dispose of the Partnerships' properties will pass to a sales agent
                                      F-14
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

(8)  Settlement of Lawsuit, Continued
-------------------------------------

     designated by plaintiffs' counsel and approved by the Court. On October 4,
     2002, the Court appointed a sales agent to work with the general partners
     to continue to sell the Partnerships' remaining properties.

     The settlement also provided for the payment by the Partnerships of fees to
     the plaintiffs' attorneys. These payments, which are not calculable at this
     time but may be significant, are payable out of the proceeds from the sale
     of all of the properties owned by all of the Realmark Partnerships,
     following the sale of the last of these properties in each partnership.
     Plaintiffs' counsel will receive 15% of the amount by which the sales
     proceeds distributable to limited partners in each partnership exceeds the
     value of the limited partnership units in each partnership (based on the
     weighted average of the units' trading prices on the secondary market as
     reported by Partnership Spectrum for the period May through June 2001). In
     no event may the increase on which the fees are calculated exceed 100% of
     the market value of the units as calculated above.

































                                      F-15
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                                 <C>
                                                                                                                    Schedule III
                                                                                                                    ------------
</TABLE>
<TABLE>
<CAPTION>

                    REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                       AND SUBSIDIARY

                          Real Estate and Accumulated Depreciation
                                      December 31, 2004




                                                                                       Gross amounts at which
                                 Initial Cost to          Cost                       Carried at Close of period
                                    Partnership       capitalized                    --------------------------
 Property                      -------------------   subsequent to                        Buildings and             Accumulated
Description      Encumbrances   Land     Buildings    acquisition  Retirements    Land    improvements     Total    depreciation
-----------      ------------   ----     ---------    -----------  -----------    ----    ------------     -----    ------------
<S>              <C>            <C>        <C>            <C>      <C>            <C>        <C>          <C>         <C>
Northwind
Office Park
E. Lansing, Ml   $         -    460,515    3,415,895      870,365            -    460,515    4,286,260    4,746,775   2,530,690

Research
Triangle JV
Raleigh, NC        4,952,588    750,612    4,920,738      220,216     (412,500)   338,112    5,193,980    5,532,092   3,794,811

Research
Triangle
Land JV
Raleigh, NC                -    412,500            -       20,484     (194,842)   238,142            -      238,142           -
                 -----------  ---------    ---------   ----------   ----------  ---------   ----------   ----------  ----------

                 $ 4,952,588  1,163,112    4,920,738      240,700     (607,342)   576,254    5,193,980    5,770,234   3,794,811
                 ===========  =========    =========   ==========   ==========  =========   ==========   ==========  ==========
</TABLE>
(RESTUBBED TABLE)
<TABLE>
<CAPTION>
                                                      Life
                                                    on which
                                                  depreciation
                                                    in latest
                              Date                 statement of
  Property                     of         Date      operations
 Description              construction  acquired   is computed
 -----------              ------------  --------   -----------
<S>                           <C>          <C>     <C>
Northwind
Office Park
E. Lansing, Ml                1973         12/83       - *

Research
Triangle JV
Raleigh, NC                   1983         12/83       - *

Research
Triangle
Land JV
Raleigh, NC                      -          8/92       -
                             =====          ====      ====
</TABLE>
*In accordance with Statement of Financial Accounting Standards No. 144, no
depreciation was recorded during the disposal period, January 1, 2001 through
December 31, 2004.




                                      F-16

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                   <C>

                                                                                                      Schedule III, Cont.
                                                                                                      -------------------
</TABLE>

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                    Real Estate and Accumulated Depreciation
                        December 31, 2004, 2003 and 2002


(1)  Cost for Federal income tax purposes is $4,746,775.

(2)  A reconciliation of the carrying amount of land and buildings as of
     December 31, 2004, 2003 and 2002 follows:
<TABLE>
<CAPTION>
                                                                                Partnership Properties
                                                                                ----------------------
                                                                      2004                2003              2002
                                                                      ----                ----              ----
<S>                                                                <C>                  <C>               <C>
     Balance at beginning of year                                  $   4,733,855        4,708,257         4,693,936
     Additions                                                            12,920           25,598            14,321
                                                                   -------------       ----------       -----------

     Balance at end of year                                        $   4,746,775        4,733,855         4,708,257
                                                                   =============       ==========       ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                                Joint Venture Properties
                                                                                ------------------------
                                                                         2004             2003              2002
                                                                         ----             ----              ----
<S>                                                                <C>                  <C>               <C>
     Balance at beginning of year                                  $   5,717,208        5,506,321         5,506,321
     Additions                                                            53,026          210,887                 -
                                                                   -------------        ---------        ----------

     Balance at end of year                                        $   5,770,234        5,717,208         5,506,321
                                                                   =============        =========        ==========
</TABLE>
(3)  A reconciliation of accumulated depreciation for buildings and
     improvements for the years ended December 31, 2004, 2003 and 2002 follows:
<TABLE>
<CAPTION>
                                                                                Partnership Properties
                                                                                ----------------------
                                                                         2004             2003              2002
                                                                         ----             ----              ----
<S>                                                                <C>                  <C>               <C>
     Balance at beginning and end of year (4)                      $   2,530,690        2,530,690         2,530,690
                                                                   =============        =========         =========
</TABLE>
<TABLE>
<CAPTION>
                                                                                Joint Venture Properties
                                                                                ------------------------
                                                                       2004               2003              2002
                                                                       ----               ----              ----
<S>                                                                <C>                  <C>               <C>
     Balance at beginning and end of year (4)                      $   3,794,811        3,794,811         3,794,811
                                                                   =============        =========         =========
</TABLE>
(4)  Balance applies entirely to buildings and improvements.

                                      F-17