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

                                    FORM 10-K

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

                   For the Fiscal Year Ended December 31, 2008

                                       or

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

                    For the transition period from ___ to ___

                         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 check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
         [  ] Yes                  [X] No

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
         [  ] Yes                  [X] No

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.
         [X] Yes                   [ ] 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 a large accelerated filer, an

<PAGE>
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" in Rule 12b-2 of the Exchange Act. (Check one):
[ ] Large accelerated filer   [ ] Accelerated filer    [X] Non-accelerated filer

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


                       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, 2008, the Partnership, 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. In July
2006, the land associated with the Research Land Joint Venture was sold to an
unaffiliated party. Additionally, in December 2006, the office complex known as
Research Triangle in Durham, North Carolina was sold to an unaffiliated party.
The only remaining property, Northwind Office Park, is currently being actively
marketed for sale.

         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, 2008, 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, 2008 were employees of the
Corporate General Partner or its affiliates.

         Northwind Office Park represents 100% of the Partnership's revenue
generated for the last four years, before the Partnership's equity interest in
unconsolidated joint ventures.

         The Partnership has a 50% interest in the unconsolidated joint venture
in Realmark Research, LLC (known as Research Triangle Industrial Park Joint
Venture). Realmark Research, LLC (Research), advanced a portion of its sales
proceeds up to $1,066,719 to an affiliate under a Memorandum of Understanding
Agreement dated December 8, 2006. Under the terms of this agreement, the
affiliate agrees to repay this loan plus interest at a rate of 8% per annum,
upon the sale of a remaining property, which is currently being marketed for
sale.

         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
                                        2
<PAGE>
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 that is under contract.

ITEM 1A:  RISK FACTORS
--------  ------------

         Investors or potential investors in Realmark Property Investors Limited
Partnership - II should carefully consider the risks described below. These
risks are not the only ones we face. Additional risks of which we are presently
unaware or that we currently consider immaterial may also impair our business
operations and hinder our financial performance, including our ability to make
distributions to our investors. We have organized our summary of these risks
into five subsections:

        o        real estate related risks;
        o        financing risks;
        o        tax risks;
        o        environmental and other legal risks; and
        o        risks for investors.

         This section includes forward-looking statements.

                            Real Estate Related Risks

We face substantial competition

         All of our properties are located in developed areas where we face
substantial competition from other properties and from other real estate
companies that own or may develop or renovate competing properties. The number
of competitive properties and real estate companies could have a material
adverse effect on our ability to rent our properties and the rents we charge. In
addition, the activities of these competitors and these factors could:

         o        decrease the rental rates that we would be able to charge in
                  the absence of such direct competition; and
         o        reduce the occupancy rates that we would otherwise be able to
                  achieve.

         The factors could materially and adversely affect the value of our
portfolio, our results of operations and our ability to pay amounts due on our
debt and distributions to our investors.

Changes in market or economic conditions may affect our business negatively

         General economic conditions and other factors beyond our control may
adversely affect real property income and capital appreciation. We are unable to
determine the precise effect that the performance of the worldwide or United
States economies will have on us or on the value of our property.

Terrorism could impair our business

         Terrorist attacks and other acts of violence or war could have a
material adverse effect on our business and operating results. Attacks that
directly affect one or more of our commercial properties could significantly
affect our ability to operate those properties and impair our ability to achieve
the results we expect. Our insurance coverage may not cover any losses caused by
a terrorist attack. In addition, the adverse effects that such violent acts and
threats of future attacks could have on the United States economy could
similarly have a material adverse effect on our business and results of
operations.
                                       3
<PAGE>
Our commercial and office tenants may go bankrupt or be unable to make lease
payments

         Our operating revenues from our commercial and office properties depend
on entering into leases with and collecting rents from tenants. Economic
conditions may adversely affect tenants and potential tenants in our market and,
accordingly, could affect their ability to pay rents and possibly to occupy
their space. Tenants may experience bankruptcies and various bankruptcy laws may
reject those leases or terminate them. If leases expire or end, replacement
tenants may not be available upon acceptable terms and conditions. In addition,
if the market rental rates are lower than the previous contractual rates, our
cash flows and net income could suffer a negative impact. As a result, if a
significant number of our commercial or office tenants fail to pay their rent
due to bankruptcy, weakened financial condition or otherwise, it would
negatively affect our financial performance.

Real estate properties are illiquid and may be difficult to sell, particularly
in a poor market environment

         Real estate investments are relatively illiquid, which tends to limit
our ability to react promptly to changes in economic or other market conditions.
Our ability to dispose of assets in the future will depend on prevailing
economic and market conditions.

Losses from natural catastrophes may exceed our insurance coverage

         We carry comprehensive liability, fire, flood, extended coverage and
rental loss insurance on our properties, which we believe is customary in amount
and type for real property assets. Some losses, however, generally of a
catastrophic nature, such as losses from floods, may be subject to limitations.
We may not be able to maintain our insurance at a reasonable cost or in
sufficient amounts to protect us against potential losses. Further, our
insurance costs could increase in future periods. If we suffer a substantial
loss, our insurance coverage may not be sufficient to pay the full current
market value or current replacement value of the lost investment. Inflation,
changes in building codes and ordinances, environmental considerations and other
factors also might make it impractical to use insurance proceeds to replace a
damaged or destroyed property.

                                 Financing Risks

We may be unable to refinance our existing debt or we may only be able to do so
on unfavorable terms

         We are subject to the normal risks associated with debt financing,
including:

         o        the risk that our cash flow will be insufficient to meet
                  required payments of principal and interest; and
         o        the risk that we will not be able to renew, repay or refinance
                  our debt when it matures or that the terms of any renewal or
                  refinancing will not be as favorable as the existing terms of
                  that debt.

                                    Tax Risks

Our operating partnership may fail to be treated as a partnership for federal
income tax purposes
                                       4
<PAGE>
         Management believes that our operating partnership qualifies, and has
qualified since its formation as a partnership for federal income tax purposes
and not as a publicly traded partnership taxable as a corporation. We can
provide no assurance, however, that the IRS will not challenge the treatment of
the operating partnership as a partnership for federal income tax purposes or
that a court would not sustain such a challenge. If the IRS were successful in
treating the operating partnership as a corporation for federal income tax
purposes, then the taxable income of the operating partnership would be taxable
at regular corporate income tax rates.

                       Environmental and Other Legal Risks

We may have liability under environmental laws

         Under federal, state and local environmental laws, ordinances and
regulations, we may be required to investigate and clean up the effects of
releases of hazardous or toxic substances or petroleum products at our
properties, regardless of our knowledge or responsibility, simply because of our
current or past ownership or operation of the real estate. Therefore, we may
have liability with respect to properties we have already sold. If environmental
problems arise, we may have to take extensive measures to remedy the problems,
which could adversely affect our cash flow and our ability to pay distributions
to our investors because:

         o        we may have to pay for property damage and for investigation
                  and clean-up costs incurred in connection with the
                  contamination;
         o        the law typically imposes clean-up responsibility and
                  liability regardless of whether the owner or operator knew of
                  or caused the contamination;
         o        even if more than one person may be responsible for the
                  contamination, each person who shares legal liability under
                  the environmental laws may be held responsible for all of the
                  clean-up costs; and
         o        governmental entities or other third parties may sue the owner
                  or operator of a contaminated site for damages and costs.

         These costs could be substantial and in extreme cases could exceed the
value of the contaminated property. The presence of hazardous or toxic
substances or petroleum products and the failure to remediate that contamination
properly may materially and adversely affect our ability to borrow against, sell
or rent an affected property. In addition, applicable environmental laws create
liens on contaminated sites in favor of the government for damages and costs it
incurs in connection with a contamination.

We may face risks related to mold and asbestos

         Recently, there has been an increasing number of lawsuits against
owners and managers of properties alleging personal injury and property damage
caused by the presence of mold in real estate.

         Some of these lawsuits have resulted in substantial monetary judgments
or settlements. Although our insurance policy currently does not exclude
mold-related claims, we cannot provide any assurance that we will be able to
obtain coverage in the future for those claims at a commercially reasonable
price or at all. The presence of significant mold could expose us to liability
to tenants and others if allegations regarding property damage, health concerns
or similar claims arise.

                                       5
<PAGE>
         Environmental laws also govern the presence, maintenance and removal of
asbestos. Those laws require that owners or operators of buildings containing
asbestos:

         o        properly manage and maintain the asbestos;
         o        notify and train those who may come into contact with
                  asbestos; and
         o        undertake special precautions, including removal or other
                  abatement, if asbestos would be disturbed during renovation or
                  demolition of a building.

         Those laws may impose fines and penalties on building owners or
operators who fail to comply with these requirements and may allow others to
seek recovery from owners or operators for personal injury associated with
exposure to asbestos fibers.

Failure to comply with the Americans with Disabilities Act or other similar laws
could result in substantial costs

         A number of federal, state and local laws and regulations (including
the Americans with Disabilities Act) may require modifications to existing
buildings or restrict certain renovations by requiring improved access to such
buildings by disabled persons and may require other structural features that add
to the cost of buildings under construction. Legislation or regulations adopted
in the future may impose further burdens or restrictions on us with respect to
improved access by disabled persons. The costs of compliance with these laws and
regulations may be substantial, and restrictions on construction or completion
of renovations may limit implementation of our investment strategy in certain
instances or reduce overall returns on our investments, which could have a
material adverse effect on us and our ability to pay distributions to investors
and to pay amounts due on our debt.

                               Risks for Investors

We do not pay regular distributions, and we do not anticipate making any
distributions to investors for the indefinite future, other than in the winding
down of the Partnership

         Unlike other Partnerships that pay regular distributions, we have not
paid regular distributions, and we presently have no plans to pay regular
distributions. Since 2001, we have paid distributions only out of the proceeds
of property sales as a result of the winding down of the Partnership.

ITEM 1B.  UNRESOLVED STAFF COMMENTS
--------  -------------------------

         The partnership has received comment letters from the SEC related to
forms 10 K filed for the years 2004 and 2006. These letters solicited
clarification by the partnership in several areas. The partnership has responded
to these comments (two in 2004 and seven in 2006) in January 2008.

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

         As of December 31, 2008, the Partnership owned Northwind Office Park,
an office complex located in East Lansing, Michigan. The property consists of
five office buildings containing a total of 89,200 gross square feet, and 70,713
net rentable square feet. At December 31, 2008, Northwind was 72 % occupied. The
2007 and 2006 year-end occupancy rates were 70% and 71%, respectively. As of
December 31, 2008 there is no mortgage loan on the Northwind property.
                                       6
<PAGE>
         The Research Triangle Industrial Park Joint Venture owned an 117,000
square foot office/warehouse distribution building in Raleigh, North Carolina.
The property's sole tenant, whose lease expired June 30, 2006, vacated the
facility upon expiration of the lease. In December 2006, the property was sold
and the first mortgage on the property was paid in full.

             The Research Triangle Land Joint Venture owned unencumbered land
near the site of Research Triangle Industrial Park Joint Venture's building. In
July 2006, the land was sold for a purchase price of $1,371,704.

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.








                                       7
<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, 2008, there were 1,026
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 2008, 2007 or 2006.

         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.

























                                        8
<PAGE>
ITEM 6:  SELECTED FINANCIAL DATA
-------  -----------------------
<TABLE>
<CAPTION>
                                                         At or for the years ended December 31,
                                     --------------------------------------------------------------------------------
                                          2008            2007             2006            2005           2004
                                     --------------------------------------------------------------------------------
<S>                                     <C>                <C>              <C>              <C>            <C>
Balance sheet data
Net rental property                  $      2,531,480      2,331,876        2,331,876        2,235,905      2,225,245
Total assets                                4,422,918      3,912,671        3,938,170        1,776,248      2,630,322
Partners' equity                            4,333,858      3,837,410        3,831,083        1,628,027      1,560,312
                                     ================================================================================
Operating data
Rental income                                 870,192        837,250          793,915          734,492        848,133
Other income                                    5,509         34,410            6,030            3,013         10,333
                                     --------------------------------------------------------------------------------
Total revenue                                 875,701        871,660          799,945          737,505        858,466
                                     --------------------------------------------------------------------------------
Property operating costs                      583,058        617,846          548,886          573,863        618,302
Interest expense                                                   -                -                -             92
Administrative expenses                       253,403        254,362          218,464          246,659        230,820
                                     --------------------------------------------------------------------------------
Total expenses                                836,461        872,208          767,350          820,522        849,214
                                     --------------------------------------------------------------------------------
Income (loss) before joint venture
 operations and gain on sale of
 property                                     39,240            (548)          32,595          (83,017)         9,252
Equity in earnings of unconsolidated
 joint ventures                              457,208           6,875         (207,541)         150,732         98,238
Gain on sale of property                           -               -        2,378,002                -              -
                                     --------------------------------------------------------------------------------
Net income                                   496,448           6,327        2,203,056           67,715        107,490
                                     ================================================================================
Cash flow data
Net cash provided (used) by:
Operating activities                        (404,818)        (23,409)         699,496           15,654        (31,082)
Investing activities                               -               -          (95,971)         (10,660)       (12,920)
Financing activities                               -               -                -                -        (14,418)
                                     --------------------------------------------------------------------------------
Net increase (decrease) in cash
  and equivalents                           (404,818)        (23,409)         603,525            4,994        (58,420)
                                     ================================================================================
Per limited partnership unit:
Net income                           $         48.16            0.61           189.92             6.57          10.43
                                     ================================================================================
</TABLE>












                                        9

<PAGE>
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 2008, 2007 or 2006. 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.

         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, 2008, produced a
net gain of $39,240. The results compare to a net loss of $548 in 2007 and a net
gain of $32,595 in 2006.

         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.

2008 as compared to 2007
------------------------

         Rental Income increased approximately $33,000 due to an increase in
monthly rents. Interest and other income decreased approximately $29,000 due to
a decrease in miscellaneous income such as early termination fees, damage
charges, furniture rental and late charges.

Total expenses decreased approximately 4% for the year ended December 31, 2008.
Property operations decreased approximately $35,000 due to an decrease in
repairs and maintenance of $26,000, utilities of $3,000, payroll and employee
benefits of $26,000, and leasing services of $9,000, offset with an increase of
insurance of $2,000, property taxes of $11,000 and bad debt expense of $16,000.
Administrative expense to affiliated parties decreased approximately $36,000 due
to a decrease in portfolio management fees of approximately $39,000, offset by
an increase on management fees of $3,000. Other administrative expenses
increased approximately $35,000 due to an increase in professional fees of
approximately $33,000, and a increase in other administrative expense of $2,000.

                                       10
<PAGE>
2007 as compared to 2006
------------------------

         Rental Income increased approximately $44,000 due to an increase in
monthly rents. Interest and other income increased approximately $29,000 due to
an increase in miscellaneous income of $34,000, offset by a decrease in interest
of $5,000.

Total expenses increased approximately 13% for the year ended December 31, 2007.
Property operations increased approximately $69,000 due to an increase in
repairs and maintenance of $27,000, utilities of $10,000, payroll and employee
benefits of $17,000, leasing services of $3,000, insurance of $1,500 and taxes
of $10,500. Administrative expense to affiliated parties increased approximately
$22,000 due to an increase in management fees of $13,000, relating to the
increase in income and an increase in portfolio management fees of $9,000. Other
administrative expenses increased approximately $14,000 due to an increase in
professional fees of $18,000, offset by a decrease in other administrative
expense of $4,000.

Joint Venture
-------------

         The Joint Venture owned the Research Triangle Industrial Park West, an
office/warehouse facility located in Durham County, North Carolina, which was
sold in December 2006. In 2008, the Joint Venture recorded interest income of
approximately $84,000 due to an advance of funds to an affiliated party in
December 2006. Total expenses increased from approximately $82,000 in 2007 to
$730,000 in 2008 mainly due to legal and professional fees in regards to a
lawsuit. The Joint Venture has been involved in a lawsuit against a former
Research Triangle Park West tenant to recover funds, and in 2008, the matter has
been resolved.

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. An evaluation was carried

                                       11
<PAGE>
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 as of the end of the period covered by this annual report. Based
on that evaluation, the Partnership's Individual General Partner and Principal
Financial Officer concluded that the Partnership's disclosure controls and
procedures were not effective as of such period end. Management will endeavor to
enhance the Partnership's disclosure controls and procedures to cause them to
become effective.

         Management's Annual Report on Internal Control over Financial
Reporting. Management of the Partnership is responsible for establishing and
maintaining adequate internal control over reporting in accordance with Exchange
Act Rules 13a-15(f) and 15d-15(f). Management conducted an evaluation of the
Partnership's internal control over financial reporting based on the framework
and criteria established in Internal Control -Integrated Framework, issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on
that evaluation, management concluded that the Partnership's internal control
over financial reporting was not effective as of December 31, 2008.

         The Partnership's small size and limited financial resources, there is
a limited number of persons, including the Individual General Partner and
Principal Financial Officer, dealing with all general administrative and
financial matters. While management utilizes outside resources when necessary,
this lack of segregation of duties constitutes a material weakness in financial
reporting. At this time, management has decided that given the risks associated
with this lack of segregation of duties, the potential benefit of adding
additional personnel to clearly segregate duties does not justify the expenses
associated with such benefit. Management will periodically review this matter
and may make modifications, including adding additional personnel, it determines
appropriate.

         Our management, including the Individual General Partner and Principal
Financial Officer, does not expect that the Partnership's internal control over
financial reporting will prevent or detect all error and all fraud. A control
system, no matter how well designed and operated, can provide only reasonable,
not absolute, assurance that the control system's objectives will be met. The
design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Further, because of the inherent limitations in all controls systems, no
evaluation of controls, can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of fraud,
if any, within the company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The design of any system of
controls is based in part on certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Projections of any
evaluation of controls effectiveness to future periods are subject to risks.
Over time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with policies or procedures.






                                       12
<PAGE>
         This annual report does not include an attestation report of the
Partnership's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Partnership's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Partnership to provide only management's report in this
annual report.

ITEM 9B: OTHER INFORMATION
-------- -----------------

         None.


















































                                       13
<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, 2008, 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 70, 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-V, and Realmark
Property Investors Limited Partnership-VI A. Mr. Jayson has been in the real
estate business for the last 46 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
46 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 27 years, Mr. Jayson and
an affiliate have also engaged in developmental drilling for gas and oil.

         Judith P. Jayson, age 68, 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 37 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.

                                       14


<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 Duane Neyman, CPA.

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

         The Directors and Executive Officers of the Corporate General Partner
have determined that Duane Neyman, CPA 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. Neyman 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. Neyman is not independent as a result of being a former 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, 2008. 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, 2008. The general partners and the executive officers of the
Corporate General Partner, as of December 31, 2008, 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.


                                       15
<PAGE>
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------- ----------------------------------------------

             The properties of the Partnership and its subsidiary are managed by
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: Rotenberg & Co., L.L.P. was engaged as the Partnership's
independent auditor for the year 2008 and 2007. All fees incurred for the years
ended December 31, 2008 and 2007 were approved by the Audit Committee.

Audit Fees: Audit fees for the audit of the Partnership's annual financial
statement 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 Rotenberg & Co. for the years ended December 31, 2008 and 2007 amounted
to $16,975 and $25,000, respectively.

Audit-Related Fees: None.

Tax Fees: The Partnership engaged Toski, Schaefer & Co., P.C. to provide tax
filing and compliance services during the year ended December 31, 2008 and 2007.
The fees for the services amounted to $8,550 and $7,985 for the years ended
December 31, 2008 and 2007, 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 2008 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 2008 and 2007, 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.
                                       16
<PAGE>
         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.

         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, 2008.

















































                                       17
<PAGE>
                                     PART IV
                                     -------

ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES
-------- ---------------------------------------------
<TABLE>
<CAPTION>
<S>       <C>                                                                          <C>
(a)      Consolidated Financial Statements                                             Page
---      ---------------------------------                                             ----

         Independent Auditors' Report                                                   F-1
         Consolidated Balance Sheets as of December 31, 2008 and 2007                   F-2
         Consolidated Statements of Operations for the years ended
            December 31, 2008, 2007 and 2006                                            F-3
         Consolidated Statements of Partners' Equity for the years
            ended December 31, 2008, 2007 and 2006                                      F-4
         Consolidated Statements of Cash Flows for the years ended
            December 31, 2008, 2007 and 2006                                            F-5
         Notes to Consolidated Financial Statements                                     F-6

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

         (i) Schedule III - Real Estate and Accumulated Depreciation                   F-15
</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)      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 are incorporated
                  herein by reference.

         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.

                                       18
<PAGE>
        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.























































                                       19
<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, 2009
         -------------------                              --------------
         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, 2009
         --------------------                             --------------
         JOSEPH M. JAYSON,                                      Date
         President, Treasurer and Director

         /s/ Judith P. Jayson                             March 31, 2009
         --------------------                             --------------
         JUDITH P. JAYSON,                                      Date
         Vice President and Director






























                                       20
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Partners
Realmark Property Investors Limited Partnership - II
Getzville, New York


         We have audited the accompanying consolidated balance sheets of
Realmark Property Investors Limited Partnership - II ("the Company") as of
December 31, 2008 and 2007, and the related consolidated statements of
operations, partners' equity, and cash flows for each of the three years ending
December 31, 2008. Our audit also included the 2008 financial statement schedule
in the index at item 15. Realmark Property Investors Limited Partnership - II's
management is responsible for these consolidated financial statements. Our
responsibility is to express an opinion on these consolidated financial
statements 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 audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits 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 company'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 as of December 31, 2008 and 2007,
and the results of its operations and its cash flows for each of the three years
ending December 31, 2008 in conformity with accounting principles generally
accepted in the United States of America. Also, in our opinion, the 2008
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.

/s/ Rotenberg & Co., LLP
------------------------
    Rotenberg & Co., LLP

Rochester, New York
March 31, 2009











                                       F-1
<PAGE>
<TABLE>
<CAPTION>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                           Consolidated Balance Sheets
                           December 31, 2008 and 2007


                           Assets                                                        2008              2007
                           ------                                                        ----              ----
<S>                                                                                <C>                      <C>
Property and equipment, at cost, all held for sale:
     Land                                                                          $      518,481           518,481
     Buildings and improvements                                                         4,334,925         4,334,925
     Furniture and equipment                                                                9,950             9,950
                                                                                   --------------      ------------

                                                                                        4,863,356         4,863,356
     Less accumulated depreciation                                                     (2,531,480)       (2,531,480)
                                                                                   --------------      ------------

                           Net property and equipment                                   2,331,876         2,331,876

Equity interest in unconsolidated
     joint ventures in excess of investment                                             1,091,255           634,047
Cash and equivalents                                                                      347,423           752,241
Accounts receivable                                                                        10,402             8,856
Receivables from affiliates                                                               604,589            59,550
Other assets                                                                               37,373           126,101
                                                                                   --------------      ------------

                           Total assets                                            $    4,422,918         3,912,671
                                                                                   ==============      ============

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

Liabilities:
     Accounts payable and accrued expenses                                                 11,632            30,806
     Security deposits and prepaid rents                                                   77,428            44,455
                                                                                   --------------      ------------

                           Total liabilities                                               89,060            75,261
                                                                                   --------------      ------------

Partners' equity:
     General partners                                                                     690,298           675,405
     Limited partners                                                                   3,643,560         3,162,005
                                                                                   --------------      ------------

                           Total partners' equity                                       4,333,858         3,837,410
                                                                                   --------------      ------------

                           Total liabilities and partners' equity                  $    4,422,918         3,912,671
                                                                                   ==============      ============
</TABLE>
See accompanying notes to consolidated financial statements.




                                       F-2
<PAGE>
<TABLE>
<CAPTION>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                      Consolidated Statements of Operations
                  Years ended December 31, 2008, 2007 and 2006



                                                                          2008             2007              2006
                                                                          ----             ----              ----
<S>                                                                <C>                       <C>                <C>
Income:
     Rental                                                        $       870,192           837,250            793,915
     Interest and other                                                      5,509            34,410              6,030
                                                                   ---------------   ---------------    ---------------

                           Total income                                    875,701           871,660            799,945
                                                                   ---------------   ---------------    ---------------
Expenses:
     Property operations                                                   583,058           617,846            548,886
     Administrative:
         Affiliates                                                        118,430           154,296            132,512
         Other                                                             134,973           100,066             85,952
                                                                   ---------------   ---------------    ---------------

                           Total expenses                                  836,461           872,208            767,350
                                                                   ---------------   ---------------    ---------------

Income (loss) before equity in earnings of
     unconsolidated joint ventures                                          39,240              (548)            32,595

Equity interest in sale of property                                             --                --          2,378,002

Equity (deficit) in earnings of unconsolidated
              joint ventures                                               457,208             6,875           (207,541)
                                                                   ---------------   ---------------    ---------------

                           Net income                              $       496,448             6,327          2,203,056
                                                                   ===============   ===============    ===============

Net income per limited partnership unit                            $         48.16              0.61             189.92
                                                                   ===============   ===============    ===============
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
                   Consolidated Statements of Partners' Equity
                  Years ended December 31, 2008, 2007 and 2006





                                              General        Limited Partners
                                              Partners       Units     Amount
                                              --------       -----     ------
<S>                                           <C>            <C>      <C>
Balances at December 31, 2005                 $ 371,323      10,000   1,256,704

Net income                                      303,892          --   1,899,164
                                              ---------   ---------   ---------

Balances at December 31, 2006                   675,215      10,000   3,155,868

Net income                                          190          --       6,137
                                              ---------   ---------   ---------

Balances at December 31, 2007                   675,405      10,000   3,162,005

Net income                                       14,893          --     481,555
                                              ---------   ---------   ---------

Balances at December 31, 2008                 $ 690,298      10,000   3,643,560
                                              =========   =========   =========
</TABLE>



























See accompanying notes to consolidated financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                      Consolidated Statements of Cash Flows
                  Years ended December 31, 2008, 2007 and 2006



                                                                          2008           2007          2006
                                                                          ----           ----          ----
<S>                                                                    <C>                <C>       <C>
Cash flows from operating activities:
     Net income                                                        $  496,448         6,327     2,203,056
     Adjustments to reconcile net income to net
       cash provided by (used in) operating activities:
              Amortization                                                     --            --         3,331
              Equity in earnings of joint ventures                       (457,208)       (6,875)   (1,417,997)
              Changes in:
                  Accounts receivable                                       6,883        25,451        12,903
                  Receivables from affiliates                                  --            --        47,084
                  Other assets                                           (456,311)      (16,486)     (100,981)
                  Accounts payable and accrued expenses                   (19,174)      (29,416)      (43,985)
                  Security deposits and prepaid rents                      24,544        (2,410)       (3,915)
                                                                       ----------    ----------    ----------
                           Net cash provided by (used in)
                               operating activities                      (404,818)      (23,409)      699,496

Cash flows from investing activities -
     additions to property and equipment                                       --            --       (95,971)
                                                                       ----------    ----------    ----------

Net increase (decrease) in cash and equivalents                          (404,818)      (23,409)      603,525

Cash and equivalents at beginning of year                                 752,241       775,650       172,125
                                                                       ----------    ----------    ----------

Cash and equivalents at end of year                                    $  347,423       752,241       775,650
                                                                       ==========    ==========    ==========
Supplemental disclosure of cash flow information -
      cash paid for interest                                           $       --            --            --
                                                                       ==========    ==========    ==========
</TABLE>

















See accompanying notes to consolidated financial statements.

                                       F-5
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                   Notes to Consolidated Financial Statements
                        December 31, 2008, 2007 and 2006

(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 5).

(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,
         a dormant company. 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 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, 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.

         The Partnership reviews long-lived assets for impairment whenever
         events or changes in circumstances indicate that the carrying amount of

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

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

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

         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, 2008, 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 2008, 2007, and 2006. Results of operations for property
         actively marketed for sale is recorded in continuing operations.

     (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) Concentration of Credit Risk
     --------------------------------

         Financial instruments that potentially subject the Partnership to
         concentrations of credit risk consist principally of cash and cash
         equivalent accounts in financial institutions. Although the accounts
         exceed the federally insured deposit amount, management does not
         anticipate nonperformance by the financial institution.

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

         The Partnership's investment in Research Triangle Industrial Park 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
              Notes to Consolidated Financial Statements, Continued

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

     (g) Rental Income, Continued
     ----------------------------

         periods of one to five years. Delinquent residential property rent is
         not recorded.

     (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, 2008.

     (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 7), 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 2008, 2007, or 2006.

     (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, 2008, net
         assets for financial reporting purposes were $580,988 less than the tax
         basis of the net assets.
                                       F-8
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
              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
     -------------------------

         The Partnership does not believe that the following recent
         pronouncements have a material effect on its financial position,
         results of operations or cash flows:

         o  FIN 48, "Accounting for Uncertainly in Income Taxes - an
            Interpretation of FASB Statement No. 109."
         o  Statement of Financial Accounting Standard ("SFAS") No. 157, "Fair
            Value Measurements."
         o  Statement of Financial Accounting Standard ("SFAS") No. 159, "Fair
            Value Option for Financial Assets and Financial Liabilities,
            including an amendment of FASB Statement No. 115."
         o  Statement of Financial Accounting Standard ("SFAS") No. 141 (R),
            "Business Combinations."
         o  Statement of Financial Accounting Standard ("SFAS") No. 160,
            "Noncontrolling Interest in Consolidated Financial Statements - an
            amendment of ARB No. 51."
         o  Statement of Financial Accounting Standard ("SFAS") No. 161,
            "Disclosures about Derivative Instruments and Hedging Activities -
            an amendment of FASB Statement No. 133."
         o  Statement of Financial Accountant Standard ("SFAS") N0. 163,
            "Accounting for Financial Guarantee Insurance Contracts - an
            interpretation of FASB Statement No. 60."

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

         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 $2,331,876 at December 31, 2008
         and 2007 and the property generated net income of $39,240 for the year
         then ended.

         Depreciation expense not recorded on Northwind Office Park amounted to
         $99,684, $171,716 and $219,000 for the years ended December 31, 2008,
         2007 and 2006, respectively.










                                       F-9
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
              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 Joint Venture owned and
      operated the Research Triangle Industrial Park Joint Venture, an
      office/warehouse complex located in Durham, 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 Joint Venture follows:
<TABLE>
<CAPTION>
                            Balance Sheet Information
                            -------------------------
                                                                                          December 31
                                                                                          -----------
                           Assets                                                      2008          2007
                           ------                                                      ----          ----
<S>                                                                                  <C>               <C>
Cash and equivalents                                                                 $1,471,582        1,041
Receivable from affiliates                                                              912,490    1,056,840
Accrued interest receivable                                                             169,008       84,504
Other assets                                                                                 --       20,661
                                                                                     ----------   ----------

                           Total assets                                              $2,553,080    1,163,046
                                                                                     ==========   ==========


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

Liabilities:
     Accounts payable and accrued expenses                                               25,030       33,050
     Payables to affiliates                                                             557,648       74,010
                                                                                     ----------   ----------

                           Total liabilities                                            582,678      107,060
                                                                                     ----------   ----------

Partners' Equity:
     The Partnership                                                                    985,201      527,993
     RPILP - VI A                                                                       985,201      527,993
                                                                                     ----------   ----------

                           Total partners' equity                                     1,970,402    1,055,986
                                                                                     ----------   ----------

                           Total liabilities and partners' equity                    $2,553,080    1,163,046
                                                                                     ==========   ==========
</TABLE>



                                      F-10


<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                   Notes to Consolidated Financial Statements

(4)  Investments in Unconsolidated Joint Ventures, Continued
---  -------------------------------------------------------
<TABLE>
<CAPTION>
                              Operating Information
                              ---------------------
                                                                  Years ended December 31,
                                                                  ------------------------
                                                              2008         2007           2006
                                                              ----         ----           ----
<S>                                                         <C>          <C>              <C>
Income:
     Rental                                                 $                    --       548,533
     Interest                                                   84,504       84,504            --
     Other                                                   1,654,339        6,785         8,002
                                                            ----------   ----------    ----------

                           Total income                      1,738,843       91,289       556,535
                                                            ----------   ----------    ----------
Expenses:
     Property operations                                            --        7,084       250,284
     Interest                                                    1,071          207       427,358
     Administrative:
         Affiliates                                             93,092        5,117        27,195
         Other                                                 730,264       81,989        76,621
     Write off deferred mortgage costs                              --           --       169,485
                                                            ----------   ----------    ----------

                           Total expenses                      824,427       94,397       950,943
                                                            ----------   ----------    ----------

                           Net income (loss) before gain
                           on sale of property and
                           equipment                           914,416       (3,108)     (394,408)

Equity interest in gain on sale                                     --           --     3,465,517
                                                            ----------   ----------    ----------

                           Net income (loss)                $  914,416       (3,108)    3,071,109
                                                            ==========   ==========    ==========

Allocation of net income before gain on sale of property:
     The Partnership                                           457,208       (1,554)     (197,204)
     RPILP - VI A                                              457,208       (1,554)     (197,204)
                                                            ----------   ----------    ----------

                           Total                            $  914,416       (3,108)     (394,408)
                                                            ==========   ==========    ==========
</TABLE>









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

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

     A reconciliation of the Partnership's investment in Research Triangle
     Industrial Park Joint Venture is as follows:
<TABLE>
<CAPTION>
                                                                 2008         2007          2006
                                                                 ----         ----          ----
<S>                                                           <C>             <C>          <C>
Income (losses) in excess of investment at
    beginning of year                                         $  527,993      529,547      (906,592)
Allocated net income (loss)                                      457,208       (1,554)     (197,204)
Equity interest in gain on sale                                       --           --     1,633,343
                                                              ----------   ----------    ----------
Equity interest in excess of investment
    at end of year                                            $  985,201      527,993       529,547
                                                              ==========   ==========    ==========
</TABLE>
     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 $108,997 at December 31, 2005. In July 2006, the land was sold
     for a purchase price of $1,371,704. The Partnership received a
     distribution in the amount of $711,314 related to the sale of the land.
     There are two purchase money notes totaling $143,312. The Partnership's
     basis in the investment in the land has been adjusted to approximately 67%
     of the remaining partner's equity, which amounted to $106,054 at December
     31, 2008 and 2007.

(5)  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:
















                                      F-12
<PAGE>
<TABLE>
<CAPTION>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                   Notes to Consolidated Financial Statements

(5)  Related Party Transactions, Continued
---  -------------------------------------
                                                                      2008             2007              2006
                                                                      ----             ----              ----
<S>                                                                <C>                 <C>               <C>
         Property management fees based on a percent-
              age (generally 5%) of the rental income              $   54,424          51,384            38,707

         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                                  64,006         102,912            93,805
                                                                   ----------        --------          --------
                                                                   $  118,430         154,296           132,512
                                                                   ==========        ========          ========
</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 8% in 2008,
      2007 and 2006.

      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, 2008, 2007 and
      2006.

      Memorandum of Understanding
      ---------------------------

      The Partnership has a 50% interest in the unconsolidated joint venture in
      Realmark Research, LLC (know as Research Triangle Industrial Park Joint
      Venture). Realmark Research, LLC (Research) advanced a portion of its
      sales proceeds in the amount of $1,066,719 to an affiliate under a
      Memorandum of Understanding Agreement dated December 8, 2006. Under the
      terms of this agreement, the affiliate agrees to repay this loan plus
      interest at a rate of 8% per annum, upon the sale of a remaining property,
      which is currently being marketed for sale.

      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.

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

(6)  Leases
---  ------

      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:

                           2009                           $   342,977
                           2010                               155,133
                           2011                                53,169
                           2012                                37,430
                           2013                                 9,774
                                                          -----------
                                                              598,483
                                                          ===========
(7)  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
      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-14
<PAGE>
<TABLE>
<CAPTION>
                                                                                                        Schedule III
                                                                                                        ------------
             REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

                    Real Estate and Accumulated Depreciation
                                December 31, 2008


                                  Initial Cost to         Cost
                                     Partnership       capitalized
  Property                       -------------------   subsequent to                        Buildings and
 Description     Encumbrances    Land      Buildings   acquisition   Retirements   Land      improvements   Total
 -----------     ------------    ----      ---------   -----------   -----------   ----      ------------   -----
<S>                 <C>         <C>       <C>            <C>                      <C>          <C>         <C>
Northwind
Office Park
E. Lansing, MI      $ -         518,481   3,415,895      919,030            -     518,481      4,334,925   4,853,406
                    ===         =======   =========      =======   ==========     =======      =========   =========

Research
Triangle JV
Raleigh, NC           -         750,612   4,920,738      336,053   (6,007,403)          -              -           -

Research Triangle
Land JV
Raleigh, NC           -         412,500           -       20,484     (432,984)          -              -           -
                    ---       ---------   ---------      -------   ----------     -------      ---------   ---------
                    $ -       1,163,112   4,920,738      356,537   (6,440,387)          -              -           -
                    ===       =========   =========      =======   ==========     =======      =========   =========
</TABLE>
(RESTUBBED TABLE)
<TABLE>
<CAPTION>

                                                     Date
                     Accumulated                      of          Date        Date
                     depreciation*  Retirements   construction   acquired     sold
                     -------------  -----------   ------------   --------     ----
<S>                    <C>           <C>              <C>         <C>        <C>
Northwind
Office Park
E. Lansing, MI         2,531,480              -       1973        12/83         N/A
                       =========     ==========       ====        =====       =====

Research
Triangle JV
Raleigh, NC            3,794,811     (3,794,811)      1983        12/83       12/06

Research Triangle
Land JV
Raleigh, NC                    -              -          -         8/92        7/06
                       ---------     ----------
                       3,794,811     (3,794,811)
                       =========     ==========
</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, 2008.
                                      F-15
<PAGE>
<TABLE>
<CAPTION>
                                                                                              Schedule III, Cont.
                                                                                              -------------------

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II

                    Real Estate and Accumulated Depreciation
                        December 31, 2008, 2007 and 2006



(1) Cost for Federal income tax purposes is $4,853,406.

(2) A reconciliation of the carrying amount of land and buildings as of December
    31, 2008, 2007 and 2006 follows:

                                                                                 Partnership Properties
                                                                                 ----------------------
                                                                         2008             2007              2006
                                                                         ----             ----              ----
<S>                                                              <C>                    <C>               <C>
     Balance at beginning of year                                $     4,853,406        4,853,406         4,757,435
     Additions                                                                 -                -            95,971
                                                                 ---------------      -----------       -----------
     Balance at end of year                                      $     4,853,406        4,853,406         4,853,406
                                                                 ===============      ===========       ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                                 Joint Venture Properties
                                                                                 ------------------------
                                                                         2008             2007              2006
                                                                         ----             ----              ----
<S>                                                               <C>               <C>                  <C>
     Balance at beginning of year                                 $            -                -        5,770,234
     Additions                                                                 -                -           62,811
     Dispositions (5)                                                          -                -       (5,833,045)
                                                                  --------------    -------------     ------------
     Balance at end of year                                       $            -                -                -
                                                                  ==============    =============     ============

</TABLE>
(3)  A reconciliation of accumulated depreciation for buildings and
     improvements for the years ended December 31, 2008, 2007 and 2006
     follows:
<TABLE>
<CAPTION>
                                                                                 Partnership Properties
                                                                                 ----------------------
                                                                        2008              2007              2006
                                                                        ----              ----              ----
<S>                                                              <C>                  <C>               <C>
     Balance at beginning and end of year (4)                    $  2,530,690         2,530,690         2,530,690
                                                                 ============        ==========       ===========

</TABLE>





                                      F-16
<PAGE>
<TABLE>
<CAPTION>
                                                                                                Schedule III, Cont.
                                                                                                -------------------

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II

                    Real Estate and Accumulated Depreciation
                        December 31, 2008, 2007 and 2006


                                                                                 Joint Venture Properties
                                                                                 ------------------------
                                                                       2008               2007              2006
                                                                       ----               ----              ----
<S>                                                                 <C>                                   <C>
     Balance at beginning of year (4)                               $          -                -         3,794,811
       Dispositions (5)                                                        -                -        (3,794,811)
                                                                    ------------    -------------       -----------
       Balance at end of year                                       $                           -                 -
                                                                    ============    =============       ===========
</TABLE>
(4) Balance applies entirely to buildings and improvements.

(5) The Research Triangle Joint Venture and Research Triangle
    Land Joint Venture properties were sold during the 2006 year.



































                                      F-17