FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)

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

                   For the Fiscal Year Ended December 31, 2002

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

                         Commission File Number 0-11909

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

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

2350 North Forest Road
Suite 12-A
Getzville, New York 14068
-------------------------
(Address of Principal Executive Office)

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

Indicate by a check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]  No [ ]

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


                       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, 2002, the Partnership, either directly or through its limited
liability subsidiary company, owned an office complex in Michigan (Northwind
Office Park), and is a partner in two joint ventures. It has a 50% interest in
Research Triangle Industrial Park Joint Venture and Research Triangle Land Joint
Venture, both in Durham County, North Carolina. The Partnership had an 88.5%
interest in Foxhunt Apartments Joint Venture that owned a 250 unit apartment
complex in Kettering, Ohio. This is a consolidated subsidiary and the property
was sold on March 1, 2001. A portion of the interest in the Research Triangle
Land Joint Venture was also sold in March 2001. All of the other properties are
currently being actively marketed for sale.

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

         The business of the Partnership is not seasonal and it competes on the
basis of rental rates and property operations with similar types of properties
in vicinities in which the partnership's properties are located. The Partnership
has no real property investments located outside the United States. The
Partnership does not segregate revenue or assets by geographic region, since, in
management's view, such a presentation would not be significant to an
understanding of the Partnership's business or financial results taken as a
whole. As of December 31, 2002, 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, 2002 were employees of the
Corporate General Partner or its affiliates.

         The percent of total Partnership revenue generated by each complex for
the last three years was as follows:

                                      2002           2001             2000
                                      ----           ----             ----

Northwind Office Park                 100%            76%              34%
Foxhunt Apartments                     --             24%              66%

         This annual report contains certain forward-looking statements
concerning the Partnership's current expectations as to future results. Words
such as "believes", "forecasts", "intends", "possible", "expects", "estimates",
"anticipates" or "plans" and similar expressions are intended to identify
forward-looking statements. Such statements may not ultimately turn out to be
accurate due to, among other things, economic or market conditions or the
failure of the Partnership to sell an investment which is under contract.
                                        2
<PAGE>
ITEM 2:  PROPERTIES
-------  ----------

         As of December 31, 2002, 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, 2002, Northwind was 74% occupied. The
2001 and 2000 year end occupancy rates were 87% and 90%, respectively.

         There was a 9.75% first mortgage loan on the Northwind property which
matured in December 2002. The 9% second mortgage loan on the property had a
balance of $73,058 at December 31, 2002 and matured in September 1995. While no
extension of the due date has been granted and the balance is currently payable
on demand, the Partnership continues to make monthly principal and interest
payments on the loan.

         The Research Triangle Industrial Park Joint Venture owns a 117,000
square foot office/warehouse distribution building in Raleigh, North Carolina.
The building has been 100% occupied for several years. The first mortgage loan
on the property had a balance of $5,161,824 at December 31, 2002.

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

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

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

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

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

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

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

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

         There is currently no active trading market for the units of limited
partnership interest of the Partnership and it is not anticipated that any will
develop in the future. Accordingly, information as to the market value of a unit
at any given date is not available. As of December 31, 2002, there were 1,062
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 2002, 2001 or 2000.

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



                                        4

<PAGE>
ITEM 6:  SELECTED FINANCIAL DATA
-------  -----------------------
<TABLE>
<CAPTION>
                                                         At or for the years ended December 31,
                                      -------------------------------------------------------------------------
                                           2002           2001            2000          1999           1998
                                      -------------------------------------------------------------------------
<S>                                    <C>              <C>            <C>            <C>            <C>
Balance sheet data
Net rental property                    $ 2,186,727      2,170,349      4,534,501      4,583,491      4,689,806
Total assets                             2,592,896      2,619,014      4,907,962      5,039,970      5,782,341
Mortgage loans payable                      73,058        237,634      6,361,767      6,569,638      6,710,685
Partners' equity (deficit)               1,225,570      1,049,338     (3,460,292)    (3,336,480)    (2,815,029)
                                      ========================================================================
Operating data
Rental income                              880,401      1,050,604      2,204,179      1,993,775      1,786,424

Other income                                 8,368         41,874         76,160        134,745        144,297
                                      ------------------------------------------------------------------------
Total revenue                              888,769      1,092,478      2,280,339      2,128,520      1,930,721
                                      ------------------------------------------------------------------------
Property operating costs                   557,457        662,336      1,284,066      1,434,757      1,535,654

Depreciation                                    --             --        176,647        262,181        215,334

Interest expense                            15,933        117,342        581,572        709,493        960,557

Administrative expenses                    278,277        335,555        489,572        420,104        414,109
                                      ------------------------------------------------------------------------
Total expenses                             851,667      1,115,233      2,531,857      2,826,535      3,125,654
                                      ------------------------------------------------------------------------
Income (loss) before joint venture
operations and gain on sale of
property                                    37,102        (22,755)      (251,518)      (698,015)    (1,194,933)
Equity in earnings of unconsolidated
joint ventures                             139,130        317,105        131,175        122,437         87,609
Minority interest in
consolidated venture operations                 --       (545,015)        (3,469)        54,127        108,517

Gain on sale of property                        --      4,760,295             --             --             --
                                      ------------------------------------------------------------------------
Net income (loss)                      $   176,232      4,509,630       (123,812)      (521,451)      (998,807)
                                      ========================================================================
Cash flow data
Net cash provided (used) by:

Operating activities                       (22,072)      (408,352)       216,778       (173,320)      (797,509)

Investing activities                        91,622      7,351,841         10,991        176,088        149,240
Financing activities                      (164,576)    (6,770,710)      (211,321)      (360,043)     1,146,645
                                      ------------------------------------------------------------------------
Net increase (decrease) in cash
and equivalents                        $   (95,026)       172,779         16,448       (357,275)       498,376
                                      ========================================================================
Per limited partnership unit:
Net income (loss)                      $     17.09         389.11         (12.01)        (50.58)        (96.88)
                                      ========================================================================
</TABLE>

                                        5

<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. Foxhunt Apartments has been
actively marketed for sale since January 1, 1999 and on March 1, 2001, the
Partnership sold the property to an unaffiliated entity, for cash of $7,600,000.
After satisfaction of the $5,942,000 mortgage loan on the property and payment
of closing costs, the proceeds available to the Partnership and its joint
venture partner amounted to approximately $1.1 million. The proceeds from the
sale were distributed to the Partnership and the minority interest in the joint
venture after satisfying the remaining net liabilities from Foxhunt. The cash
proceeds received by the Partnership were used to satisfy delinquent Northwind
liabilities, primarily real estate taxes, and to complete improvements to the
Northwind property. Additionally, a portion of the Research Triangle land was
sold on March 16, 2001 for a gain of $180,199. The Partnership made no
distributions to limited partners in 2002, 2001 or 2000. 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, 2002, produced a
net income of $37,102. The results compare to a net loss of $22,755 in 2001 and
a net loss, excluding depreciation, of $74,871 in 2000.

         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.

2002 as compared to 2001
------------------------

         Rental income, excluding Foxhunt Apartments (the "Sold Asset" in March
2001) increased approximately 11% due to an increase in average rental rates at
Northwind. Other income, excluding the Sold Asset, decreased by approximately
$25,000 in 2002 due to a decrease in cash which provided less interest income
during the year.

         Total expenses, excluding the operations for the Sold Asset, increased
approximately 2% for the year ended December 31, 2002. Property operations
increased approximately 11% due primarily to an increase in payroll, utilities,
and contracted service work at Northwind. Other administrative expense,
                                        6
<PAGE>
increased approximately 5% due to increased professional fees and advertising.
Administrative expense to affiliated parties, decreased approximately $23,000.
Portfolio management expenses decreased due to the Sold Asset. Interest expense
decreased approximately $19,000 due to the final payment, in October 2002, of
one of the Northwind mortgages.

2001 as compared to 2000
------------------------

         Rental income decreased 52% for the year ended December 31, 2001 as
compared to 2000. Excluding the Sold Asset, rental income increased
approximately 4% due to occupancy during the year remaining at approximately 90%
at Northwind. Other income, excluding the Sold Asset, increased by approximately
$22,000 in 2001 due to an increase in the amount of interest income received
during the year.

         Total expenses, excluding the operations for the Sold Asset, decreased
approximately 21% for the year ended December 31, 2001. Property operations
decreased approximately 8% due primarily to a decrease in repairs and
maintenance work and contracted service work at Northwind. Depreciation expense,
excluding the Sold Asset, decreased due to Northwind being held for sale and no
depreciation expense being taken in 2001. Other administrative expense,
excluding the Sold Asset, decreased approximately 26% due to decreased
professional fees. Administrative expense to affiliated parties, excluding the
Sold Asset, increased approximately $58,000 because of an allocation revision
and an increase in management fees due to an increase in rental income. Interest
expense decreased approximately $12,000 due to a larger portion of each mortgage
payment being applied towards principal due to amortization of the mortgage at
Northwind.

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

         The Research Triangle Industrial Park Joint Venture experienced 100%
occupancy in 2002. Its net income increased 5% for the year. Rental income
increased approximately 8% in 2002 due the sole tenant of Research Triangle
renewing their lease. Total expenses increased 9% mainly due to legal fees and
commissions from the lease renewal. Because the joint venture has had net income
during each of the last three years, the Partnership's 50% equity has enabled
the Partnership to receive cash distributions from the Venture of $108,000 in
2002, $104,500 in 2001 and $135,000 in 2000.

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.
                                        7
<PAGE>
                                    PART III
                                    --------

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

         The Partnership, as an entity, does not have any directors or officers.
The Individual General Partner of the Partnership is Joseph M. Jayson. The
directors and executive officers of Realmark Properties, Inc., the Partnership's
Corporate General Partner, as of December 31, 2002, 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 and Treasurer                 1979

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 64, is Chairman, Director and sole stockholder of
J. M. Jayson and Company, Inc. and certain of its affiliated companies: U.S.
Apartments LLC, Westmoreland Capital Corporation, Oilmark Corporation and U.S.
Energy Development Corporation. In addition, Mr. Jayson is Chairman of Realmark
Corporation, Chairman, President and Treasurer of Realmark Properties, Inc.,
wholly-owned subsidiaries of J. M. Jayson and Company, Inc. and co-general
partner of Realmark Property Investors Limited Partnership, Realmark Property
Investors Limited Partnership-II, Realmark Property Investors Limited
Partnership-III, Realmark Property Investors Limited Partnership-IV, Realmark
Property Investors Limited Partnership-V, Realmark Property Investors Limited
Partnership-VI A, and Realmark Property Investors Limited Partnership-VI B. Mr.
Jayson has been in the real estate business for the last 40 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 40 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 21 years, Mr. Jayson and an affiliate have also engaged in
developmental drilling for gas and oil.

         Judith P. Jayson, age 62, 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 31 years and has extensive experience in the hiring and
training of property management personnel and in directing, developing and
implementing property management systems and programs. Mrs. Jayson, prior to
joining the firm in 1973, taught business in the Buffalo, New York High School
System. Mrs. Jayson graduated from St. Mary of the Woods College in Terre Haute,
Indiana, with a degree in Business Administration.

                                        8
<PAGE>
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, 2002. 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, 2002. The general partners and the executive officers of the
Corporate General Partner, as of December 31, 2002, owned 8 units of limited
partnership interest. The general partners and affiliates will receive their
proportionate share, as limited partners, of any distributable proceeds from the
sale of the properties.

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

         The properties of the Partnership and its subsidiary are managed by
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: CONTROLS AND PROCEDURES
-------- -----------------------

         Within the 90 days prior to the filing date of this report, the
Partnership carried out an evaluation, under the supervision and with the
participation of the Partnership's management, including Joseph M. Jayson (the
Partnership's Individual General Partner and Principal Financial Officer), of
the effectiveness of the design and operation of the Partnership's disclosure
controls and procedures. Based upon that evaluation, the Principal Financial
Officer concluded that the Partnership's disclosure controls and procedures are
effective. There have been no significant changes in the Partnership's internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation.

                                        9

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

ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND REPORTS ON FORM 8-K
-------- ------------------------------------------------------------------
<TABLE>
<CAPTION>
(a)      Consolidated Financial Statements                                             Page
         ---------------------------------                                             ----
<S>      <C>                                                                            <C>
         Independent Auditors' Report                                                   F-1
         Consolidated Balance Sheets as of December 31, 2002 and 2001                   F-2
         Consolidated Statements of Operations for the years ended
                  December 31, 2002, 2001 and 2000                                      F-3
         Consolidated Statements of Partners' Equity for the years
                  ended December 31, 2002, 2001 and 2000                                F-4
         Consolidated Statements of Cash Flows for the years ended
                  December 31, 2002, 2001 and 2000                                      F-5
         Notes to Consolidated Financial Statements                                     F-6

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

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

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

         None.

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

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

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

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

         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.

        99. 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.


                                       10

<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, 2003
         -------------------------------------                    --------------
         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, 2003
         -------------------------------------                    --------------
         JOSEPH M. JAYSON,                                              Date
         President, Treasurer and Director

         /s/ Judith P. Jayson                                     March 31, 2003
         -------------------------------------                    --------------
         JUDITH P. JAYSON,                                              Date
         Vice President and Director







                                       11


<PAGE>
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002


I, Joseph M Jayson, Individual General Partner and Principal Financial Officer
of Realmark Property Investors Limited Partnership - II, hereby certify that:

     1.   I have reviewed this annual report on Form 10-K of Realmark Property
          Investors Limited Partnership - II;

     2.   Based on my knowledge, this annual report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary in order to make the statements made, in light of
          circumstances under which such statements were made, not misleading
          with respect to the period covered by this annual report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this annual report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the Partnership as of, and for, the periods presented in
          this annual report;

     4.   I am responsible for establishing and maintaining disclosure controls
          and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
          for the Partnership and I have:

          a.   Designed such disclosure controls and procedures to ensure the
               material information relating to the Partnership, including its
               consolidated subsidiary, is made known to me by others within
               those entities, particularly during the period in which this
               annual report is being prepared;

          b.   Evaluated the effectiveness of the Partnership's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c.   Presented in this annual report my conclusions about the
               effectiveness of the disclosure controls and procedures based on
               my evaluation as of the Evaluation Date;

     5.   I have disclosed, based on my most recent evaluation, to the
          Partnership's auditors and the audit committee of the board of
          directors (or persons performing the equivalent function):

          a.   All significant deficiencies in the design or operation of
               internal controls which could adversely affect the Partnership's
               ability to record, process, summarize and report financial data
               and have weaknesses in internal controls; and

          b.   Any fraud, whether or not material, that involves management or
               other employees who have a significant role in the Partnership's
               internal controls; and

     6.   I have indicated in this annual report whether or not there were
          significant changes in internal controls or in other factors that
          could significantly affect internal controls subsequent to the date of
          my most recent evaluation, including any corrective actions with
          regard to significant deficiencies and material weaknesses.

March 31, 2003                                    /s/ Joseph M. Jayson
--------------                                    --------------------
    Date                                          Joseph M. Jayson
                                                  Individual General Partner and
                                                  Principal Financial Officer

                                       12
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


The Partners
Realmark Property Investors Limited
    Partnership - II:

We have audited the accompanying consolidated balance sheets of Realmark
Property Investors Limited Partnership - II and Subsidiary as of December 31,
2002 and 2001, and the related consolidated statements of operations, partners'
equity, and cash flows for each of the three years in the period ended December
31, 2002. Our audits also included the financial statement schedule listed in
the index at Item 15. These consolidated financial statements and the financial
statement schedule are the responsibility of the general partners. Our
responsibility is to express an opinion on the consolidated financial statements
and the financial statement schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Realmark Property
Investors Limited Partnership - II and Subsidiary as of December 31, 2002 and
2001, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

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





                                                    TOSKI, SCHAEFER & CO., P.C.

Williamsville, New York
March 25, 2003

                                       F-1

<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                           Consolidated Balance Sheets
                           December 31, 2002 and 2001
<TABLE>
<CAPTION>
                           Assets                                                      2002          2001
                           ------                                                      ----          ----
<S>                                                                                  <C>             <C>
Property and equipment, at cost, all held for sale:
     Land                                                                            $  460,515      460,515
     Buildings and improvements                                                       4,247,742    4,233,421
     Furniture and equipment                                                              9,950        7,893
                                                                                     ----------   ----------

                                                                                      4,718,207    4,701,829
     Less accumulated depreciation                                                    2,531,480    2,531,480
                                                                                     ----------   ----------

                           Net property and equipment                                 2,186,727    2,170,349

Cash and equivalents                                                                    235,302      330,328
Accounts receivable, net of allowance for doubtful accounts of
     $16,300 in 2001                                                                        658        3,680
Receivables from affiliated parties                                                      98,495       49,866
Escrow deposits                                                                          13,719       11,406
Other assets                                                                             57,995       53,385
                                                                                     ----------   ----------

                           Total assets                                              $2,592,896    2,619,014
                                                                                     ==========   ==========

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

Liabilities:
     Mortgage loans payable                                                              73,058      237,634
     Accounts payable and accrued expenses                                               81,681       82,284
     Security deposits and prepaid rents                                                100,174      106,215
                                                                                     ----------   ----------

                           Total liabilities                                            254,913      426,133
                                                                                     ----------   ----------

Losses of unconsolidated joint ventures in excess of investment                       1,112,413    1,143,543

Partners' equity:
     General partners                                                                   359,249      353,962
     Limited partners                                                                   866,321      695,376
                                                                                     ----------   ----------

                           Total partners' equity                                     1,225,570    1,049,338
                                                                                     ----------   ----------

                           Total liabilities and partners' equity                    $2,592,896    2,619,014
                                                                                     ==========   ==========
</TABLE>
See accompanying notes to consolidated financial statements.

                                       F-2

<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                      Consolidated Statements of Operations
                  Years ended December 31, 2002, 2001 and 2000
<TABLE>
<CAPTION>
                                                                               2002         2001          2000
                                                                               ----         ----          ----
<S>                                                                         <C>           <C>           <C>
Income:
     Rental                                                                 $  880,401    1,050,604     2,204,179
     Interest and other                                                          8,368       41,874        76,160
                                                                            ----------   ----------    ----------

                           Total income                                        888,769    1,092,478     2,280,339
                                                                            ----------   ----------    ----------
Expenses:
     Property operations                                                       557,457      662,336     1,284,066
     Interest                                                                   15,933      117,342       581,572
     Depreciation                                                                   --           --       176,647
     Administrative:
         Affiliated parties                                                    127,113      168,454       205,962
         Other                                                                 151,164      167,101       283,610
                                                                            ----------   ----------    ----------

                           Total expenses                                      851,667    1,115,233     2,531,857
                                                                            ----------   ----------    ----------
Income (loss) before equity in earnings of
     unconsolidated joint ventures, minority
     interest in consolidated joint venture
     operations, and gain on sale of property                                   37,102      (22,755)     (251,518)

Equity in earnings of unconsolidated joint ventures                            139,130      317,105       131,175

Minority interest in consolidated joint
     venture operations                                                             --     (545,015)       (3,469)

Gain on sale of property                                                            --    4,760,295            --
                                                                            ----------   ----------    ----------

                           Net income (loss)                                $  176,232    4,509,630      (123,812)
                                                                            ==========   ==========    ==========

Net income (loss) per limited partnership unit                              $    17.09       389.11        (12.01)
                                                                            ==========   ==========    ==========
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>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                   Consolidated Statements of Partners' Equity
                  Years ended December 31, 2002, 2001 and 2000
<TABLE>
<CAPTION>
                                                                        General         Limited Partners
                                                                        Partners       Units       Amount
                                                                        --------       -----       ------
<S>                                                                   <C>               <C>      <C>
Balances at December 31, 1999                                         $ (260,850)       10,000   (3,075,630)

Net loss                                                                  (3,714)           --     (120,098)
                                                                      ----------    ----------   ----------

Balances at December 31, 2000                                           (264,564)       10,000   (3,195,728)

Net income                                                               618,526            --    3,891,104
                                                                      ----------    ----------   ----------

Balances at December 31, 2001                                            353,962        10,000      695,376

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

Balances at December 31, 2002                                         $  359,249        10,000      866,321
                                                                      ==========    ==========   ==========
</TABLE>




















See accompanying notes to consolidated financial statements.

                                       F-4
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                  Years ended December 31, 2002, 2001 and 2000
<TABLE>
<CAPTION>
                                                                         2002         2001           2000
                                                                         ----         ----           ----
<S>                                                                   <C>            <C>            <C>
Cash flows from operating activities:
     Net income (loss)                                                $  176,232     4,509,630      (123,812)
     Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
         Depreciation and amortization                                    10,379        10,262       190,793
         Equity in earnings of joint ventures                           (139,130)     (317,105)     (138,309)
         Minority interest in consolidated joint venture operations           --       545,015         3,469
         Gain on sale of property                                             --    (4,760,295)           --
         Changes in:
           Accounts receivable                                             3,022         8,457        (1,658)
           Receivables from affiliated parties                           (48,629)       14,605        91,651
           Escrow deposits                                                (2,313)      (12,917)         (764)
           Other assets                                                  (14,989)      (55,864)       (3,909)
           Accounts payable and accrued expenses                            (603)     (398,578)      219,863
           Security deposits and prepaid rents                            (6,041)       48,438       (20,546)
                                                                      ----------    ----------    ----------
                           Net cash provided by (used in)
                               operating activities                      (22,072)     (408,352)      216,778
                                                                      ----------    ----------    ----------
Cash flows from investing activities:
     Proceeds from sale of property                                           --     7,084,969            --
     Additions to property and equipment                                 (16,378)      (81,848)     (124,009)
     Distributions from joint venture                                    108,000       348,720       135,000
                                                                      ----------    ----------    ----------

                           Net cash provided by investing
                               activities                                 91,622     7,351,841        10,991
                                                                      ----------    ----------    ----------
Cash flows from financing activities:
     Distributions to minority interest in consolidated
         joint venture                                                        --      (646,577)       (3,450)
     Principal payments on mortgage loan                                (164,576)   (6,124,133)     (207,871)
                                                                      ----------    ----------    ----------

                           Net cash used in financing
                               Activities                               (164,576)   (6,770,710)     (211,321)
                                                                      ----------    ----------    ----------

Net increase (decrease) in cash and equivalents                          (95,026)      172,779        16,448

Cash and equivalents at beginning of year                                330,328       157,549       141,101
                                                                      ----------    ----------    ----------

Cash and equivalents at end of year                                   $  235,302       330,328       157,549
                                                                      ==========    ==========    ==========
Supplemental disclosure of cash flow information:
      Cash paid for interest                                          $   14,175       111,184       528,462
                                                                      ==========    ==========    ==========
      Property and equipment financed by
          accounts payable                                            $       --            --         3,648
                                                                      ==========    ==========    ==========
</TABLE>
See accompanying notes to consolidated financial statements.

                                       F-5
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                        December 31, 2002, 2001 and 2000


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

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

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

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

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

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

         The accompanying consolidated financial statements have been prepared
              on the accrual basis of accounting and include the accounts of the
              Partnership and its subsidiary, Realmark/Foxhunt Limited
              Partnership which owned and operated the Foxhunt Apartments, a 250
              unit apartment complex located in Dayton, Ohio, acquired in 1984
              for $5,702,520 and sold in 2001. The Partnership also owns
              Northwind Office Park.

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

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

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

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

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

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

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

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

         The Partnership reviews long-lived assets for impairment whenever
              events or changes in circumstances indicate that the carrying
              amount of the assets may not be recoverable. In determining
              whether there is an impairment of long-lived assets, the
              Partnership compares the sum of the expected future net cash flows
              (undiscounted and without interest charges) to the carrying amount
              of the assets. At December 31, 2002, 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 2002 and
              2001.

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

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

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

         Costs incurred in obtaining mortgage financing are deferred and
              amortized using the straight-line method over the life of the
              respective mortgages.

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

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

     (g) Minority Interest in Consolidated Joint Venture
     ---------------------------------------------------

         The minority interest in a consolidated joint venture formed to
              operate Foxhunt Apartments is stated at the amount of capital
              contributed by the minority investor adjusted for its share of
              joint venture losses and distributions. Foxhunt Apartments was
              sold in 2001.

                                       F-7
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
              Notes to Consolidated Financial Statements, Continued

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

     (h) 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.

     (i) Per Unit Data
     -----------------

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

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

         The fair value of the Partnership's financial instruments approximated
              their carrying values at December 31, 2002.

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

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

         The partnership agreement also provides for the distribution to the
              partners of net cash flow from operations. In connection with the
              pending sale of the Partnership's properties (note 8), it is
              anticipated that there will be no future distributions of net cash
              flow from operations. Sale or refinancing proceeds are distributed
              to the extent available, 100% to the limited partners until there
              has been a return of the limited partner's capital contribution
              plus an amount sufficient to provide a 7%, not compounded, return
              on their adjusted capital contributions for all years following
              the termination of the offering of the units. It is anticipated
              that there will not be sufficient cash flow from the sale of the
              Partnership's remaining properties to provide this return to the
              limited partners. There were no distributions to partners made in
              2002, 2001 or 2000.

     (l) 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, 2002,
              net assets for financial reporting purposes were $739,282 more
              than the tax bases of the net assets.
                                       F-8
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
              Notes to Consolidated Financial Statements, Continued

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

     (m) 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.

     (n) Recent Pronouncements
     -------------------------

         In June 2001, the Financial Accounting Standards Board (FASB) issued
              Statement of Financial Accounting Standards (SFAS) No. 143,
              "Accounting for Asset Retirement Obligations." Under SFAS No. 143,
              the fair value of a liability for an asset retirement obligation
              must be recognized in the period in which it is incurred if a
              reasonable estimate of fair value can be made. The associated
              asset retirement costs are capitalized as part of the carrying
              amount of the related long-lived asset. SFAS No. 143 is effective
              for fiscal years beginning after June 15, 2002.

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
              Statements No. 4, 44, 64, Amendment of FASB Statement No. 13, and
              Technical Corrections." SFAS No. 145 eliminates extraordinary
              accounting treatment for reporting a gain or loss on debt
              extinguishments and amends other existing authoritative
              pronouncements to make various technical corrections, clarify
              meanings, and describe applicability under changed conditions.
              Debt extinguishments reported as extraordinary items prior to
              scheduled adoption of SFAS No. 145 would be reclassified in most
              cases following adoption. SFAS No. 145 is effective for fiscal
              years beginning after May 15, 2002.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
              Associated with Exit or Disposal Activities." SFAS No. 146
              requires the recording of costs associated with exit or disposal
              activities at their fair values when a liability has been
              incurred. Under previous guidance, certain exit costs were accrued
              upon management's commitment to an exit plan, which is generally
              before an actual liability has been incurred. SFAS No. 146 is
              effective for fiscal years beginning after December 31, 2002.

         In December 2002, the FASB issued SFAS No. 148, "Accounting for
              Stock-Based Compensation - Transition and Disclosure - an
              Amendment of SFAS No. 123." SFAS No. 148 amends SFAS No. 123,
              "Accounting for Stock-Based Compensation," to provide alternative
              methods of transition for a voluntary change to the fair value
              based method of accounting for stock-based employee compensation.
              In addition, SFAS No. 148 amends the disclosure requirements of
              SFAS No. 123 to require prominent disclosures in both annual and
              interim financial statements about the method of accounting for
              stock-based employee compensation and the effect of the method
              used on reported results.
                                       F-9
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
              Notes to Consolidated Financial Statements, Continued

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

         The Partnership does not believe that these pronouncements will have a
              material impact on its financial position, cash flows, or results
              of operations.

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

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

     Since 1992, Partnership had held an 88.5% interest in a consolidated joint
         venture, Realmark/Foxhunt Limited Partnership ("Foxhunt"). The
         Partnership acquired its interest by transferring to Foxhunt beneficial
         title to an apartment complex property in Ohio. The 11.5% minority
         interest in Foxhunt was owned by Realmark Property Investors Limited
         Partnership VI-B, a publicly held entity affiliated with the
         Partnership through common general partners. Effective January 1, 1999,
         the Partnership entered into a plan to dispose of the property of
         Foxhunt Apartments. On March 1, 2001, the property was sold to an
         unaffiliated entity for $7,600,000, and the Partnership recognized a
         related gain on the sale amounting to $4,760,295.

     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 $2,186,727 at December 31, 2002,
         and the property generated net income of $201,167 during the year then
         ended.

     Depreciation expense, not recorded during the disposal periods on Foxhunt
         Apartments and Northwind Office Park amounted to $184,000, $215,000 and
         $212,000, for the years ended December 31, 2002, 2001 and 2000,
         respectively.

     All of the properties were classified as property held for sale prior to
         the adoption of SFAS No. 144 and continue to be actively marketed for
         sale. Accordingly their results of operations have been recorded in
         continuing operations.
                                      F-10
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
              Notes to Consolidated Financial Statements, Continued

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

     (a) Unconsolidated Joint Ventures
     ---------------------------------

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

         Summary financial information of the Venture follows:
<TABLE>
<CAPTION>
                            Balance Sheet Information
                            -------------------------
                                                                            December 31
                                                                            -----------
                           Assets                                      2002              2001
                           ------                                      ----              ----
<S>                                                                  <C>              <C>
Property, net of accumulated depreciation                            $ 1,473,368      1,473,368
Cash and equivalents                                                      34,606         55,158
Escrow deposits                                                          861,615        876,539
Other assets                                                             272,481        252,727
                                                                     -----------    -----------

                           Total assets                              $ 2,642,070      2,657,792
                                                                     ===========    ===========


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

Liabilities:
     Mortgage loan payable                                             5,161,824      5,254,865
     Accounts payable and accrued expenses                               140,633        134,234
                                                                     -----------    -----------

                           Total liabilities                           5,302,457      5,389,099
                                                                     -----------    -----------

Partners' deficit:
     The Partnership                                                  (1,230,778)    (1,266,238)
     RPILP - VI A                                                     (1,429,609)    (1,465,069)
                                                                     -----------    -----------

                           Total partners' deficit                    (2,660,387)    (2,731,307)
                                                                     -----------    -----------

                           Total liabilities and partners' deficit   $ 2,642,070      2,657,792
                                                                     ===========    ===========
</TABLE>




                                      F-11

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

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

     (a) Unconsolidated Joint Ventures, Continued
     --------------------------------------------

                              Operating Information
                              ---------------------
<TABLE>
<CAPTION>
                                                                            Years ended December 31,
                                                                            ------------------------
                                                                         2002        2001        2000
                                                                         ----        ----        ----
<S>                                                                    <C>           <C>       <C>
Income:
     Rental                                                            $ 975,220     899,322   1,026,251
     Other                                                                 5,335      11,812      13,456
                                                                       ---------   ---------   ---------

                           Total income                                  980,555     911,134   1,039,707
                                                                       ---------   ---------   ---------
Expenses:
     Property operations                                                 178,923     127,047     133,400
     Interest                                                            433,798     442,817     450,766
     Depreciation                                                             --          --     100,518
     Administrative:
         Affiliated parties                                               54,867      47,449      67,413
         Other                                                            26,047      20,009      10,992
                                                                       ---------   ---------   ---------

                           Total expenses                                693,635     637,322     763,089
                                                                       ---------   ---------   ---------

                           Net income                                  $ 286,920     273,812     276,618
                                                                       =========   =========   =========

Allocation of net income:
     The Partnership                                                     143,460     136,906     138,309
     RPILP - VI A                                                        143,460     136,906     138,309
                                                                       ---------   ---------   ---------

                           Total                                       $ 286,920     273,812     276,618
                                                                       =========   =========   =========
</TABLE>
A reconciliation of the Partnership's investment in Research Triangle
     Industrial Park Joint Venture is as follows:
<TABLE>
<CAPTION>
                                                                           2002          2001           2000
                                                                           ----          ----           ----
<S>                                                                    <C>             <C>            <C>
Losses in excess of investment at
    beginning of year                                                  $(1,266,238)    (1,298,644)    (1,301,953)
Allocated net income                                                       143,460        136,906        138,309
Distribution from joint venture                                           (108,000)      (104,500)      (135,000)
                                                                       -----------    -----------    -----------
Losses in excess of investment at
    end of year                                                        $(1,230,778)    (1,266,238)    (1,298,644)
                                                                       ===========    ===========    ===========
</TABLE>

                                      F-12

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

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

     (a) Unconsolidated Joint Ventures, Continued

         In 1992, the Partnership entered into an agreement with the Adaron
              Group to form the Research Triangle Land Joint Venture. The
              primary purpose of this joint venture is to develop the
              undeveloped land on the site of Research Triangle Industrial Park
              West. This land was placed into the Land Joint Venture by Research
              Triangle Industrial Park West. The ownership of the joint venture
              is 50% attributable to Adaron Group and 50% to the Partnership.
              The value allocated to the land in this joint venture upon
              acquisition was $412,500. In 2001, a portion of the land was sold
              for a gain of $180,199. The Partnership's remaining investment in
              the land amounted to $118,365 and $122,695 at December 31, 2002
              and 2001, respectively.

     (b) Minority Interest in Consolidated Joint Venture
     ---------------------------------------------------

         A reconciliation of the minority interest share in the Foxhunt Joint
Venture is as follows:
<TABLE>
<CAPTION>
<S>                                                                                <C>
              Balance at December 31, 1999                                         $  101,543

              Distributions                                                            (3,450)

              Allocated income                                                          3,469
                                                                                   ----------

              Balance at December 31, 2000                                            101,562

              Distributions                                                          (646,577)

              Allocated income                                                        545,015
                                                                                   ----------

              Balance at December 31, 2001                                         $       --
                                                                                   ==========
</TABLE>
(5)  Mortgage Loans Payable
---------------------------

     Mortgage loans payable are as follows:
<TABLE>
<CAPTION>
                                                                  Total              Balance
                                          Interest                monthly          December 31,
           Property collateral              rate     Maturity     payment       2002           2001
           -------------------              ----     --------     -------       ----           ----
<S>                                        <C>         <C>        <C>         <C>             <C>
         Northwind Office Park             9.75%       2002       $ 12,305    $      --       116,112
         Northwind Office Park             9.00%      Demand         4,779       73,058       121,522
                                                                  ========    ---------       -------

                                                                              $  73,058       237,634
                                                                              =========       =======
</TABLE>

                                      F-13

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

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

     The Corporate General Partner and its affiliates earn fees, principally for
         property and partnership management and are reimbursed for services
         rendered to the Partnership, as provided for in the partnership
         agreement. A summary of those items follows:
<TABLE>
<CAPTION>
                                                                                  2002             2001              2000
                                                                                  ----             ----              ----
<S>                                                                             <C>                <C>              <C>
         Property management fees based on a percent-
              age (generally 5%) of the rental income                           $ 53,157           82,191           111,513

         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                                             73,956           86,263            94,449
                                                                                --------         --------          --------

                                                                                $127,113          168,454           205,962
                                                                                ========         ========          ========
</TABLE>
     In addition to the above, other property specific expenses such as
         payroll, benefits, etc. are charged to property operations on the
         Partnership's consolidated statements of operations. Receivables from
         affiliated parties are payable on demand and bear interest at 11%.

     Loan placement fees are paid or accrued to an affiliate of the general
         partners. The fee is calculated at 1% of the mortgage loan amounts. No
         such fees were paid during the years ended December 31, 2002, 2001 and
         2000.

     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-14

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

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

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

                           2003                               $    805,177
                           2004                                    401,303
                           2005                                    294,474
                           2006                                    128,995
                           2007                                     24,382
                                                              ============

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

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

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

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

                                      F-15
<PAGE>
<TABLE>
<CAPTION>
                                                                                                                    Schedule III
                                                                                                                    ------------
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                    Real Estate and Accumulated Depreciation
                                December 31, 2002



                                                                                       Gross amounts at which
                                   Initial Cost to         Cost                      Carried at Close of period
                                      Partnership      capitalized                   --------------------------
 Property                         -------------------  subsequent to                      Buildings and             Accumulated
Description      Encumbrances     Land      Buildings   acquisition  Retirements   Land    improvements     Total   depreciation
-----------      ------------     ----      ---------   -----------  -----------   ----    ------------     -----   ------------
<S>               <C>            <C>         <C>          <C>        <C>          <C>        <C>          <C>         <C>
Northwind
Office Park
E. Lansing, Ml    $    73,058    460,515     3,415,895    831,847           --    460,515    4,247,742    4,708,257   2,530,690
                  ===========  =========     =========    =======     ========    =======    =========    =========   =========
Research
Triangle JV
Raleigh, NC         5,161,824    750,612     4,920,738      9,329     (412,500)   338,112    4,930,067    5,268,179   3,794,811

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

                  $ 5,161,824  1,163,112     4,920,738     29,813     (607,342)   576,254    4,930,067    5,506,321   3,794,811
                  ===========  =========     =========    =======     ========    =======    =========    =========   =========
</TABLE>
(RESTUBBED TABLE)
<TABLE>
<CAPTION>
                                                          Life
                                                        on which
                                                      depreciation
                                                        in latest
                                 Date                 statement of
                                  of          Date     operations
                              construction  acquired   is computed
                              ------------  --------   -----------
<S>                                <C>        <C>        <C>
Northwind
Office Park
E. Lansing, Ml                     1973       12/83          -- *
                                  =====       =====         =====
Research
Triangle JV
Raleigh, NC                        1983       12/83          -- *

Research Triangle
Land JV
Raleigh, NC                          --        8/92          --
                                  =====       =====         =====
</TABLE>
*In accordance with Statement of Financial Accounting Standards No. 144, no
depreciation was recorded during the disposal period, January 1, 2002 through
December 31, 2002.

                                      F-16


<PAGE>
<TABLE>
<CAPTION>
                                                                                               Schedule III, Cont.
                                                                                               -------------------
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY
                    Real Estate and Accumulated Depreciation
                        December 31, 2002, 2001 and 2000


(1) Cost for Federal income tax purposes is $4,708,257.

(2) A reconciliation of the carrying amount of land and buildings as of December
    31, 2002, 2001 and 2000 follows:
                                                                              Partnership Properties
                                                                              ----------------------
                                                                      2002             2001              2000
                                                                      ----             ----              ----
<S>                                                               <C>               <C>               <C>
     Balance at beginning of year                                 $ 4,693,936       10,128,864        10,009,100
     Additions                                                         14,321           78,200           119,764
     Dispositions (5)                                                      --       (5,513,128)               --
                                                                 ------------      -----------       -----------

     Balance at end of year                                      $  4,708,257        4,693,936        10,128,864
                                                                 ============      ===========       ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                              Joint Venture Properties
                                                                              ------------------------
                                                                      2002             2001              2000
                                                                      ----             ----              ----
<S>                                                              <C>                 <C>               <C>
     Balance at beginning of year                                $  5,506,321        5,701,163         5,701,163
     Dispositions (6)                                                      --         (194,842)               --
                                                                 ------------      -----------       -----------

     Balance at end of year                                      $  5,506,321        5,506,321         5,701,163
                                                                 ============      ===========       ===========
</TABLE>
(3)  A reconciliation of accumulated depreciation for buildings and
     improvements for the years ended December 31, 2002, 2001 and 2000 follows:
<TABLE>
<CAPTION>
                                                                              Partnership Properties
                                                                              ----------------------
                                                                      2002             2001              2000
                                                                      ----             ----              ----
<S>                                                              <C>                  <C>               <C>
     Balance at beginning of year                                $   2,530,690        5,613,710         5,437,852
     Dispositions (5)                                                       --       (3,083,020)               --
     Depreciation expense                                                   --               --           175,858
                                                                 -------------     ------------       -----------

     Balance at end of year (4)                                  $   2,530,690        2,530,690         5,613,710
                                                                 =============     ============       ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                              Joint Venture Properties
                                                                              ------------------------
                                                                      2002               2001              2000
                                                                      ----               ----              ----
<S>                                                              <C>                  <C>               <C>
     Balance at beginning of year                                $   3,794,811        3,794,811         3,694,293
     Depreciation expense                                                   --               --           100,518
                                                                 -------------     ------------        ----------

     Balance at end of year (4)                                  $   3,794,811        3,794,811         3,794,811
                                                                 =============     ============        ==========
</TABLE>
-----------
(4) Balance applies entirely to buildings and improvements.
(5) Sale of Foxhunt Apartments in 2001.
(6) Sale of portion of Research Triangle land in 2001.

                                      F-17