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 (FEE REQUIRED)
               For the Fiscal Year Ended December 31, 1996

     (   )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
               OF THE SECURITIES  AND EXCHANGE ACT OF 1934.  (NO FEE
               REQUIRED)

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 page 13 for a list of all documents incorporated by reference

<PAGE>


                                     PART I
                                     ------

ITEM  I:       BUSINESS
--------       --------

     The registrant,  Realmark Property Investors Limited  Partnership-II  ("the
Partnership"),  is a Delaware limited partnership  organized in 1982 pursuant to
an  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"). During 1988, Realmark Properties II Associates ("Associates")
and RPI  Investors-II,  Inc.  (formally the  "Corporate  General  Partner") were
merged with Realmark Properties, Inc. (the "Corporate 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 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  limited
partners.   The  Partnership  presently  owns  an  office  complex  in  Michigan
(Northwind Office Park), and is a partner in three joint ventures:  the Research
Triangle Joint Venture, which it still holds and is developing  approximately 19
acres of land in Durham County, North Carolina;  the Research Land Joint Venture
which is developing  approximately 16 acres of land also in Durham County, North
Carolina;  and the Foxhunt  Apartments  Joint Venture  formed for the purpose of
operating a 250 unit apartment complex in Kettering,  Ohio. The Partnership sold
the Colony of Kettering Apartments,  located in Kettering, Ohio in December 1986
and Phase-I of Research Triangle Joint Venture in June 1987.

     The business of the  Partnership is not seasonal.  The  Partnership,  as of
December 31, 1996, did not directly employ any persons in a full-time  position.
All regular employees who rendered services on behalf of the Partnership through
December  31,  1996 were  employees  of the  Corporate  General  Partner  or its
affiliates.

     The  Partnership's  investment  objectives  are to (1)  provide a return of
capital plus capital gains from the sale of appreciated properties;  (2) provide
partners with cash  distributions  until  properties  are sold; (3) preserve and
protect  partners  capital;  and (4)  achieve  build-up  of equity  through  the
reduction of mortgage loans.

     For  the  year  ended  December  31,  1996,   approximately  75%  of  total
Partnership revenue was generated by the Foxhunt  Apartments.  The remaining 25%
is  attributed  to  Northwind.  For the years ended  December 31, 1995 and 1994,
Foxhunt  accounted  for 74%  and  70% of the  total  Partnership  revenue,  with
Northwind generating roughly 26% and 30% of total revenue, respectively.

                                       2
<PAGE>


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

     As of December 31, 1996, the Partnership  continues to own Northwind Office
Park, an office complex located in East Lansing, Michigan. The property consists
of five office buildings,  two stories each,  containing a total of 89,200 gross
square  feet,  and 70,713 net  rentable  square  feet.  At  December  31,  1996,
Northwind was 57% occupied. The 1995 occupancy was 58%, while 1994 occupancy was
81%.

     The first  mortgage in the amount of $663,562  bears  interest at 9.75% and
provides  for monthly  principal  and  interest  payments  of $12,305,  with the
remaining balance due in December 2002.

     The second mortgage with a carrying amount of $314,481 bears interest at 9%
and  provides  for  monthly  principal  and  interest  payments  of $4,828.  The
remaining  balance was originally  due in September  1995. No extension has been
granted to the Partnership.  The balance is currently  payable on demand,  while
the Partnership continues to seek refinancing.

     The Partnership,  as of December 31, 1996,  continues to own a 50% interest
in Research Triangle  Industrial Park West Joint Venture ("Joint  Venture").  In
December 1983, the Joint Venture acquired  approximately 56.3 acres of land from
Research  Triangle  Industrial  Park West  Associates (A North Carolina  General
Partnership)  ("Research"),  and  subsequently  constructed a 42,000 square foot
office building and a 101,000 square foot office/warehouse distribution building
in  Phase-I  (which  was  sold  in  June  1987),   and  a  117,000  square  foot
office/warehouse  distribution  building in Phase-II.  For the third consecutive
year, Research Triangle was 100% occupied.

     Pursuant to an agreement dated September 27, 1991, the Partnership formed a
joint  venture for the  purposes of  operating  the  Foxhunt  apartment  complex
located in Kettering, Ohio. The other two joint venturers originally contributed
a combined  $1,431,568 to the joint venture,  while the Partnership  contributed
the property net of the first mortgage. Subsequently, the Partnership bought out
one joint venturer while reducing the ownership percentage held by the other. At
December 31, 1996 the mortgage balance was $4,528,289, carrying an interest rate
of 9%.  Annual  principal  and  interest  payments of $436,296  are due in equal
monthly installments until maturity in March 2027.

     The apartment  complex  consists of 250 units and is situated on 14.7 acres
of land. The current agreement  provides that the Partnership be allocated 88.5%
of any income, loss, gain, cash flow, or sale proceeds.  The property is managed
by Realmark  Corporation,  an affiliate of the General  Partner.  Occupancy  for
Foxhunt in 1996 was 89%. The 1995  occupancy was 95%,  while 1994  occupancy was
94%.


                                       3
<PAGE>


ITEM 2:   PROPERTIES (Con't.)
-------   -------------------

     On August 20, 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  additional  land on the site of
Research  Triangle  Industrial Park West. This land was placed in the Land Joint
Venture by Research  Triangle  Industrial  Park West. The value allocated to the
land in this joint venture is shown at cost of $432,984.  This joint venture has
no outstanding debt at December 31, 1996.



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

     The Partnership is not a party to, nor is any of the Partnership's property
the subject of, any material pending legal proceedings.



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

     None.


                                     PART II
                                     -------

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

     There is  currently  no  active  trade  market  for the  units  of  Limited
Partnership  Interest of the Partnership and it is not anticipated that any will
develop in the future.

     As of  December  31,  1996,  there  were 1,232  record  holders of units of
Limited Partnership Interest.

     There were no  Partnership  distributions  for the year ended  December 31,
1996. For the years ended December 31, 1995 and 1994,  distributions amounted to
$68,040 or $6.60 per limited  partnership  unit and $17,010 or $1.65 per limited
partnership unit, respectively.


                                       4
<PAGE>
ITEM 6:  SELECTED FINANCIAL DATA
--------------------------------
<TABLE>
<CAPTION>
                                          Realmark Properties Investors Limited Partnership II
                                          ----------------------------------------------------

                              Year Ended        Year Ended      Year Ended       Year Ended       Year Ended
                             Dec. 31, 1996    Dec. 31, 1995    Dec. 31, 1994    Dec. 31, 1993    Dec. 31, 1992
                             -------------    -------------    -------------    -------------    -------------
<S>                          <C>              <C>              <C>              <C>              <C>
Total assets                 $  5,806,656     $  6,306,118     $  6,875,605     $  9,871,580     $ 10,484,296
                             ============     ============     ============     ============     ============

Mortgages and
  notes payable              $  5,514,863     $  5,649,616     $  5,771,898     $  8,310,555     $  8,461,894
                             ============     ============     ============     ============     ============
_____________________________________________________________________________________________________________


Income                       $  1,816,085     $  1,946,238     $  1,953,911     $  2,253,442     $  2,320,070

Expenses                     $  2,196,931     $  2,615,580     $  2,572,654     $  2,597,019     $  2,617,686
                             ------------     ------------     ------------     ------------     ------------

Loss before allocated
  loss from Joint
  Venture and
  Minority Interest          $   (380,846)    $   (669,342)    $   (618,743)    $   (343,577)    $   (297,616)

Loss from Joint Venture      $    (52,873)    $    (92,939)    $   (116,739)    $   (117,203)    $   (118,364)

Loss allocated to
  Minority Interest          $     14,942     $     31,098     $     19,538     $      3,960     $      8,347
                             ------------     ------------     ------------     ------------     ------------
Net Loss                     $   (418,777)    $   (731,183)    $   (715,944)    $   (456,820)    $   (407,633)
                             ============     ============     ============     ============     ============
_____________________________________________________________________________________________________________


Net cash (used in)
  provided by operating
  activities                 $    (28,291)    $    (24,770)    $     53,095     $     90,220     $   (294,463)

Collection of
  mortgage receivable                --               --       $  2,600,000             --               --

Principal payments on
  long-term debt net of
  payments made from
  Joint Venture proceeds
  and debt refinancing       $   (134,753)    $   (124,500)    $ (2,539,483)    $   (211,286)    $   (300,758)
                             ------------     ------------     ------------     ------------     ------------
Net cash (used in)
  provided by
  operating activities
  and collection of
  mortgage receivable
  less principal payments
  on long-term debt          $   (163,044)    $   (149,270)    $    113,612     $   (121,066)    $   (595,221)

_____________________________________________________________________________________________________________

Loss per limited
  partnership unit           $        (41)    $        (71)    $        (69)    $        (44)    $        (40)
                             ============     ============     ============     ============     ============
Distributions per
  limited partnership
  unit                       $       --       $       6.60     $       1.65     $       4.95     $       --
                             ============     ============     ============     ============     ============
Weighted average
  number of units
  outstanding                $     10,000     $     10,000     $     10,000     $     10,000     $     10,000
                             ============     ============     ============     ============     ============
_____________________________________________________________________________________________________________
</TABLE>

                                       5

<PAGE>


ITEM 7:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-------   ---------------------------------------
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS
          ---------------------------------------------


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

     The  Partnership  continues  to rely  heavily  on cash  generated  from the
Research  Triangle  Office  Complex.  As has been true for several  years,  this
commercial  property  continues  to benefit  from high  occupancy  due to tenant
retention.  The  location of the  building is in a rapidly  growing area both in
population and in the business  environment.  At December 31 1996, management is
aggressively  seeking new financing of the mortgage on this property;  a closing
some time in early 1997 is anticipated.  Foxhunt Apartments has steadily seen an
increase in occupancy figures throughout 1996.  Although not at a level where it
was in previous years (i.e. 95% for 1995),  management  feels that the occupancy
level of 89% for 1996 will  continue  to increase in the coming year as has been
the trend throughout 1996. Northwind Office Complex continues to experience cash
flow  difficulties  stemmed  from  its low  occupancy  level(s).  Management  is
aggressively  marketing  this property in local rental guides and  newspapers in
search of tenants, however market conditions in East Lansing, Michigan have made
it more  difficult to compete with newer,  more updated office  buildings  which
have been built in the same area. Northwind's cash flow shortages have caused it
to fall  behind in the  payment of its real  estate  taxes.  One of  Northwind's
outstanding  mortgages came due in September  1995,  and to date  management has
been unable to  refinance  the debt.  The  mortgage  holder  continues to accept
payments of interest and principal, although the mortgage holder is unwilling to
grant a "formal"  extension and therefore  the debt is  technically  in default.
Unless  management is able to refinance  this  property in the near future,  the
property  could  be lost in a  foreclosure,  thus  reducing  the  equity  of the
Partnership.

     Foxhunt  Apartments came under contract for sale during July 1996. The sale
was subject to a number of  contingencies  and was cancelable at any time by the
buyer.  Until such time as all of the buyer's due  diligence was  performed,  no
closing  date could be  established.  It appears as of the date of this  writing
that the sale will in fact not close. The General Partners feel,  however,  that
the sale of this  property is in the best interest of the Limited  Partners,  so
management continues to look for potential buyers.

     Management has once again  implemented  corrective action plans in response
to the  going  concern  consideration  discussed  in  Note  11 to the  financial
statements,  as well as to deal with the United States Department of Housing and
Urban  Development  (HUD)  noncompliance  detailed in the notes to the financial
statements.  These plans  include  tighter  cash  management  through the closer
monitoring of expenses such as payroll, advertising and maintenance,  which have
typically been the expenses that have increased from year to year. Additionally,
tighter  credit  policies  have been put into place as a means of  avoiding  the
collection  problems  which  Foxhunt  incurred  during  the past  year.  The HUD
noncompliance  detailed in the notes technically puts the Partnership in default
of the mortgage which could result in fines or interest charges being levied, or
the take over of the  property  by HUD. A  concerted  effort at  correcting  the
noncompliance will hopefully lead to the ultimate cure of such default.

     The Partnership  made no  distributions  during the year ended December 31,
1996,  unlike in 1995 when  distributions  totaling $68,040 or $6.60 per limited
partnership  unit were made, and in 1994 when  distributions of $17,010 or $1.65
per  limited  partnership  unit were made.  Management  hopes to once again make
distributions  in the coming year, but at this date, all available cash is being
utilized to fund necessary improvements to the properties.

                                       6
<PAGE>

ITEM 7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-------  ---------------------------------------
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Con't.)
         ------------------------------------------------------

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

     For the year ended December 31, 1996, the  Partnership  incurred a net loss
of $418,777 or $40.62 per limited  partnership unit. This is an improvement from
the years ended December 31, 1995 and 1994 when losses incurred totaled $731,183
or $70.92 per  limited  partnership  unit and  $715,944  or $69.45  per  limited
partnership unit, respectively.

     Partnership   revenues  for  the  year  ended  December  31,  1996  totaled
$1,816,085,  consisting of rental income of $1,746,543  and other income,  which
includes interest,  laundry income, and other miscellaneous sources of income of
$69,542.  The decrease in rental  revenue from that of the two previous years is
evidence of the continual  struggle  with low occupancy  levels at Northwind and
the decline at Foxhunt Apartments. In order to increase occupancies,  management
offered incentive programs  throughout the year; although this was successful in
increasing occupancies at Foxhunt, it did result in the short-term in a decrease
in revenues.  Rental  revenues in the year ended  December 31, 1995  amounted to
$1,857,310 and in the year ended December 31, 1994 totaled $1,868,216. There was
also a  noticeable  decline in other income  during the year ended  December 31,
1996,  which  approximated  20%.  Increasing  occupancy,  as well as  decreasing
delinquencies,  remains the major focus of management.  Tighter credit  policies
and extended and attractive incentive programs continue to be management's means
of  reaching  the  income  levels  needed  to  improve  the  cash  flow  in  the
Partnership.

     Partnership   expenses  for  the  year  ended  December  31,  1996  totaled
$2,196,931, a substantial decrease over the expenses of the years ended December
31,  1995 and 1994 which  were  $2,615,580  and  $2,572,654,  respectively.  The
majority  of the  decrease  is the result of lower  property  operations  costs.
Through regular monitoring and measuring of expenses related to payroll, repairs
and maintenance and contracted services, the Partnership has achieved a decrease
of in excess of  $300,000  or 24% in  operations  expenses  as  compared  to the
previous  year.  Total  administrative  expenses  of  $423,182  remained  fairly
constant  as  compared to the year ended  December  31,  1995 when they  totaled
$426,233 and the year ended  December 31, 1994 when they totaled  $433,182.  The
decrease  in  administrative  expenses  paid  to  affiliates  is the  result  of
decreased  accounting  and  portfolio  management  fees,  while  the  offsetting
increase in other  administrative  expenses is due to  increased  legal fees and
more costly advertising campaigns, undertaken to increase occupancies.

     The Partnership  expects to incur higher than "normal" property  operations
expenses in the near future at both Foxhunt  Apartments and at Northwind  Office
Complex due to the costs  associated with preparing  units/space for new tenants
(i.e. cleaning,  painting, appliance and carpeting costs). Although this work is
necessary  in order to increase  rental  revenue(s)  generated  at both of these
properties,  management  continues  to keep in mind  that  expenditures  must be
closely  monitored  so  as  not  to  worsen  the  cash  flow  situation  of  the
Partnership.  One  means of  controlling  such  expenses  has been  management's
success at obtaining  large price  discounts on paint,  carpeting and appliances
through negotiations with large national companies, such as Whirlpool.




                                       7
<PAGE>




ITEM 7:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-------   ---------------------------------------
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Con't.)
          ------------------------------------------------------

Results of Operations (Con't.):
-------------------------------

     The Research Triangle  Industrial Park West Joint Venture had a net loss of
$91,104 for the year ended December 31, 1996. This loss is a fairly  significant
decrease as compared to that of 1995 which amounted to $185,878 and that of 1994
which was  $233,478,  primarily  due to the increase in rental  income which the
property has generated.  Regular  increases in rental income can be expected due
to rental  escalation  clauses in several of the tenants' leases.  In accordance
with the joint  venture  agreement,  one-half of the loss is  allocated  to each
joint venturer.

     The Foxhunt  Joint  Venture  generated a net loss of $129,930  for the year
ended  December  31, 1996 as  compared  to the loss which  resulted in the years
ended  December 31, 1995 and 1994 of $270,419  and  $169,905,  respectively.  In
accordance  with the  joint  venture  agreement,  $14,942  of the  1996  loss is
allocated  to the other  joint  venture  partner;  $31,098  of the 1995 loss was
allocable  to the other  joint  venturer,  while for the year 1994,  $19,538 was
allocable to the other venturer.

     For the year ended  December 31,  1996,  the tax basis loss was $409,573 or
$39.73 per limited partnership unit compared to a tax loss of $557,113 or $54.04
per unit for the year ended  December  31,  1995 and a tax loss of  $714,759  or
$69.33 per limited  partnership  unit for the year ended  December 31, 1994. The
Partnership  agreement provides for the taxable income or losses to be allocated
97% to the Limited  Partners and 3% to the General  Partners,  and in accordance
with this and the Internal  Revenue Code,  the loss for the year ended  December
31, 1996 was allocated in this fashion.


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

     Listed under Item 14 of this report.


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

     None.

                                    PART III

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

      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 March 1, 1997, are listed below. Each director
is subject to election on an annual  basis.

                                       8
<PAGE>



ITEM 10:  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Con't.)
--------  ---------------------------------------------------------


                         Title of All Positions
                         ----------------------
Name                     Held with the Company       Year First Elected Director
----                     ---------------------       ---------------------------

Joseph M. Jayson         President and Director                 1979

Judith P. Jayson         Vice President, and Director           1979

Michael J. Colmerauer    Secretary


      Joseph M. Jayson, President and Director of Realmark Properties,  Inc. and
Judith P. Jayson, Vice President and Director of Realmark Properties,  Inc., 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 58, is Chairman, Director and sole stockholder of J.
M.  Jayson  and  Company,   Inc.  and  certain  of  its  affiliated   companies:
Westmoreland   Capital   Corporation,   Oilmark   Corporation  and  U.S.  Energy
Development  Corporation.  In  addition,  Mr.  Jayson is  chairman  of  Realmark
Corporation, Chairman 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 is a member of
the Investment  Advisory Board of the Corporate General Partner.  Mr. Jayson has
been in real estate for the last 34 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
34  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 sixteen years, Mr. Jayson
and  J.M.  Jayson &  Company,  Inc.,  and an  affiliate  have  also  engaged  in
developmental drilling for gas and oil.



                                       9

<PAGE>

ITEM 10:  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (Con't.)
--------  -----------------------------------------------------------

      Judith P. Jayson,  age 57, 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 34 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.  Mrs. Jayson is the wife of
Joseph M. Jayson, the Individual General Partner.

      Michael J.  Colmerauer,  39, is Secretary  and in-house  legal counsel for
J.M. Jayson and Company, Inc., Realmark Corporation,  Realmark Properties,  Inc.
and  other  companies  affiliated  with the  General  Partners.  He  received  a
Bachelor's  Degree (BA) from Canisius College in 1980 and a Juris Doctors (J.D.)
from the University of Tulsa in 1983. Mr. Colmerauer is a member of the American
and Erie County Bar  Association  and has been  employed by the Jayson  group of
companies for the last 13 years.


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)  for the  years  ended
December 31, 1996, 1995 or 1994, 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 years ended December 31, 1996,
1995 or 1994.














                                       10
<PAGE>

ITEM 11:  EXECUTIVE COMPENSATION (Con't.)
--------  -------------------------------

     The following  table sets forth for the years ended December 31, 1996, 1995
and 1994, the compensation paid by the Partnership,  directly or indirectly,  to
affiliates of the General Partners:

<TABLE>
<CAPTION>
                                                                           Amounts
      Entity Receiving              Type of                                -------
        Compensation              Compensation                1996          1995         1994
        ------------             ------------                 ----          ----         ----
<S>                          <C>                          <C>         <C>           <C>
Realmark Properties, Inc.
(The Corporate General
Partner)                     Reimbursement for
                             allocated partnership
                             administration expenses
                             related to:
                               Investor Services          $    5,450  $     5,506   $    9,651
                               Brokerage                       6,698        9,525       12,982
                               Portfolio Management
                                 and Accounting               72,290      136,044       122,673

Realmark Corporation         Property Management Fees         87,188       95,603        92,451
                             Computer Service Fees             4,560        4,560         5,760
                                                          ----------   -----------   ----------


                             Total                        $  176,186   $  251,238    $  243,517
                                                          ==========   ===========   ==========
</TABLE>

     The  Corporate  General  Partner is  entitled to a  continuing  Partnership
Management  Fee  equal to 7% of net cash  flow (as  defined  in the  Partnership
Agreement) of which 2% is subordinated to the receipt by the Limited Partners of
a noncumulative  annual cash return equal to 7% of the average of their adjusted
Capital Contributions (as defined in the Partnership  Agreement).  Since the net
cash flow of the Partnership,  as defined in the agreement, was negative for the
years  ended  December  31,  1996,  1995 and 1994,  no fees  were  earned by the
corporate  General Partner for those years. The General Partners are entitled to
3% of  Distributable  Cash (as  defined  in the  Partnership  Agreement)  and to
certain expense reimbursements with respect to Partnership operations.

     The General Partners are allowed to collect property  disposition fees 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 a cumulative amount
equal to their capital  contributions.  The fees earned on the sale of Colony of
Kettering  in 1986 and Phase I of  Research  Triangle  in 1987  will not  exceed
$115,500  and  $315,000  respectively.  These  amounts will not be recorded as a
liability in the Partnership's  financial  statements until such time as payment
is probable.

                                       11
<PAGE>

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 five percent (5%) of the Units of Limited Partnership Interests of the
Partnership. Excluding the General Partners' interest in the Partnership ($1,000
initial capital contribution), the Corporate General Partner, as of December 31,
1996 owned no Units of  Limited  Partnership  Interest.  Joseph M.  Jayson,  the
Individual General Partner and his wife, Judith P. Jayson, Vice-President of the
Corporate General Partner,  owned an aggregate of eight (8) Limited  Partnership
Units ($8,000) as of December 31, 1996.


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

(a)  Transactions with Management and Others
     ---------------------------------------

     No  transactions  have occurred  between the  Partnership  and those in the
management of Realmark Properties, Inc. All transactions between the Partnership
and Realmark  Properties,  Inc. (the  Corporate  General  Partner) and any other
affiliated organization are described in Item 11 of this report and in Note 8 to
the financial statements.

(b)  Certain Business Relationships
     ------------------------------

     No  transactions  have occurred  between the  Partnership  and those in the
management of Realmark Properties, Inc. All transactions between the Partnership
and Realmark  Properties,  Inc. (the  Corporate  General  Partner) and any other
affiliated organization are described in Item 11 of this report and in Note 8 to
the financial statements.

                                       12
<PAGE>


ITEM 14:  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND
--------  ----------------------------------------------
          REPORTS ON FORM 8-K
          -------------------
(a)     Financial Statements and Schedules
        ----------------------------------

        FINANCIAL STATEMENTS                                             Page
        -----------------------------------------------------------------------

        (i)    Independent Auditors' Report                                15
        (ii)   Balance Sheets as of December 31, 1996 and 1995             16
        (iii)  Statements of Operations for years ended December 31,
                 1996, 1995, and 1994                                      17
        (iv)   Statements of Partners' Capital (Deficit) for years
                 ended December 31, 1996, 1995, and 1994                   18
        (v)    Statements of Cash Flows for years ended
                 December 31, 1996, 1995, and 1994                         19
        (vi)   Notes to Financial Statements                            20 - 34

        FINANCIAL STATEMENT SCHEDULES

        (i)    Schedule II - Valuation and Qualifying Accounts             35
        (ii)   Schedule III - Real Estate and Accumulated Depreciation  36 - 37

        All other  schedules are omitted  because they are not applicable or the
required information is shown in the financial statements or the notes thereto.

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

        None.

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

        4.      Instruments  defining the rights of security holders,  including
                indentures

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






                                       13
<PAGE>

ITEM 14:       EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, AND
--------       ----------------------------------------------
               REPORTS ON FORM 8-K (Con't.)
               ----------------------------


10.     Material contracts
        ------------------

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

                (c)     Property  sales  agreement  with  unrelated  third-party
                        included  with the third  quarter Form 10Q  incorporated
                        herein by reference.


















                                       14
<PAGE>








INDEPENDENT AUDITORS' REPORT


The Partners
Realmark Property Investors Limited Partnership-II:

We have audited the accompanying  balance sheets of Realmark Property  Investors
Limited  Partnership-II  as of  December  31,  1996 and  1995,  and the  related
statements of operations,  partners' capital (deficit),  and cash flows for each
of the three  years in the period  ended  December  31,  1996.  Our audits  also
included the financial statement schedules listed in the Index at Item 14. These
financial statements and financial statement schedules are the responsibility of
the  General  Partners.  Our  responsibility  is to  express  an  opinion on the
financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
and Governmental  Auditing  Standards.  Those standards require that we plan and
perform the audits 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,  such  financial  statements  present  fairly,  in all material
respects,   the  financial  position  of  Realmark  Property  Investors  Limited
Partnership-II  at December 31, 1996 and 1995, and the results of its operations
and its cash flows for each of the three years in the period ended  December 31,
1996 in conformity with generally accepted accounting  principles.  Also, in our
opinion, such financial statement schedules,  when considered in relation to the
basic  financial  statements  taken as a whole,  present  fairly in all material
respects the information set forth therein.

The accompanying  financial  statements and financial  statement  schedules have
been prepared assuming that the Partnership will continue as a going concern. As
discussed in Note 11 to the financial  statements,  the Partnership's failure to
meet its  Department  of  Housing  and Urban  Development  regulatory  agreement
requirements,  as well as the necessity for  restructuring or refinancing of its
mortgage  on  Northwind  Office  Park which is now  payable  on demand,  and its
recurring losses from operations and partners'  deficit raise  substantial doubt
about its ability to continue as a going concern.  Management's plans concerning
these  matters are also  described in Note 11. The  financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


DELOITTE & TOUCHE LLP
Buffalo, New York
March 25, 1997

                                       15
<PAGE>


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                                 BALANCE SHEETS
                           DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>

Assets                                                                 1996             1995
------                                                             ------------     ------------
<S>                                                                <C>              <C>
Property, at cost (including assets held for sale, Note 3):
  Land                                                             $    848,015     $    848,015
  Buildings and improvements                                          8,907,138        8,901,141
  Furniture, fixtures and equipment                                     425,000          425,000
                                                                   ------------     ------------
                                                                     10,180,153       10,174,156
  Less accumulated depreciation                                       4,987,317        4,677,511
                                                                   ------------     ------------
      Property, Net                                                   5,192,836        5,496,645

Cash                                                                      7,721           30,524
Cash - security deposits                                                 50,510           35,350
Escrow deposits                                                         259,109          283,000
Accounts receivable (net of allowance for doubtful accounts of
  $125,129 and $113,510 for 1996 and 1995, respectively.)                 6,423            7,411
Accounts receivable - affiliates                                           --            146,238
Mortgage costs net of accumulated amortization
  of $39,874 in 1996 and $31,480 in 1995                                253,937          262,331
Other assets                                                             36,120           44,619
                                                                   ------------     ------------

           Total Assets                                            $  5,806,656     $  6,306,118


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

Liabilities:
  Mortgages and note payable                                       $  5,514,863     $  5,649,616
  Accounts payable and accrued expenses                                 526,132          513,354
  Accrued interest                                                       49,080           48,846
  Security deposits                                                      81,779           78,654
                                                                   ------------     ------------
           Total Liabilities                                          6,171,854        6,290,470
                                                                   ------------     ------------

Losses of unconsolidated joint ventures in excess of investment         917,376          864,503
                                                                   ------------     ------------

Minority interest in consolidated joint venture                         371,120          386,062
                                                                   ------------     ------------

Partners' deficit:
  General partners                                                     (210,366)        (197,803)
  Limited partners                                                   (1,443,328)      (1,037,114)
                                                                   ------------     ------------
           Total partners' deficit                                   (1,653,694)      (1,234,917)
                                                                   ------------     ------------

           Total Liabilities and Partners' Deficit                 $  5,806,656     $  6,306,118
                                                                   ============     ============
</TABLE>


                        See notes to financial statements


                                       16
<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                                      1996             1995           1994
                                                  -----------     -----------     -----------
<S>                                               <C>             <C>             <C>
Income:
  Rental                                          $ 1,746,543     $ 1,857,310     $ 1,868,216
  Interest and other                                   69,542          88,928          85,695
                                                  -----------     -----------     -----------
  Total income                                      1,816,085       1,946,238       1,953,911
                                                  -----------     -----------     -----------

Expenses:
  Property operations                                 945,519       1,247,610       1,166,204
  Interest                                            508,545         525,963         575,549
  Depreciation and amortization                       319,685         415,774         397,719
  Administrative:
    Paid to affiliates                                176,186         251,238         243,517
    Other                                             246,996         174,995         189,665
                                                  -----------     -----------     -----------
  Total expenses                                    2,196,931       2,615,580       2,572,654
                                                  -----------     -----------     -----------

Loss before allocated loss from joint venture
  and loss allocated to minority interest            (380,846)       (669,342)       (618,743)

Allocated loss from joint venture                     (52,873)        (92,939)       (116,739)

Loss allocated to minority interest                    14,942          31,098          19,538
                                                  -----------     -----------     -----------

Net loss                                             (418,777)       (731,183)       (715,944)
                                                  ===========     ===========     ===========

Loss per limited partnership unit                 $    (40.62)    $    (70.92)    $    (69.45)
                                                  ===========     ===========     ===========

Distributions per limited partnership unit        $      --       $      6.60     $      1.65
                                                  ===========     ===========     ===========

Weighted average number of limited partnership
  units outstanding                                    10,000          10,000          10,000
                                                  ===========     ===========     ===========

</TABLE>

                        See notes to financial statements




                                       17
<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                    STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


                                        General            Limited Partners
                                       Partners            ----------------
                                         Amount          Units          Amount
                                         ------          -----          ------

Balance, January 1, 1994             $  (151,840)    $    10,000    $   449,100

Distributions to partners                   (510)           --          (16,500)

Net loss                                 (21,478)           --         (694,466)
                                     -----------     -----------    -----------

Balance, December 31, 1994              (173,828)         10,000       (261,866)

Distributions to partners                 (2,040)           --          (66,000)

Net loss                                 (21,935)           --         (709,248)
                                     -----------     -----------    -----------

Balance, December 31, 1995              (197,803)         10,000     (1,037,114)

Net loss                                 (12,563)           --         (406,214)
                                     -----------     -----------    -----------

Balance, December 31, 1996           $  (210,366)    $    10,000    $(1,443,328)
                                     ===========     ===========    ===========






                        See notes to financial statements








                                       18
<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
                                                                 1996            1995           1994
                                                             -----------     -----------     -----------
<S>                                                          <C>             <C>             <C>
Cash Flows from operating activities:
  Net loss                                                   $  (418,777)    $  (731,183)    $  (715,944)
  Adjustments to reconcile net loss to net cash (used in)
    provided by operating activities:
    Depreciation and amortization                                319,685         415,774         397,719
    Amortization of mortgage discounts                              --             2,218          21,610
    Allocated loss from joint venture                             52,873          92,939         116,739
    Loss allocated to minority interest                          (14,942)        (31,098)        (19,538)
  Changes in operating assets and liabilities:
    Cash - security deposits                                     (15,160)           (870)           (849)
    Escrow deposits                                               23,891          53,623         (33,828)
    Accounts receivable                                              988          (4,934)        116,922
    Other assets                                                   7,014         (11,416)         91,829
    Accounts payable and accrued expenses                         12,778         187,056          84,534
    Accrued interest                                                 234           3,116         (24,137)
    Security deposits                                              3,125               5          18,038
                                                             -----------     -----------     -----------
Net cash (used in) provided by operating activities:             (28,291)        (24,770)         53,095
                                                             -----------     -----------     -----------

Cash flows from investing activities:
  Decrease (increase) in accounts receivable - affiliates        146,238        (109,729)         21,977
  Capital expenditures                                            (5,997)        (31,110)        (59,124)
  Distributions from joint venture                                  --           100,000         100,000
  Payment of mortgage receivable                                    --              --         2,600,000
  Payments on notes receivable                                      --            28,812            --
                                                             -----------     -----------     -----------
Net cash provided by (used in) investing activities              140,241         (12,027)      2,662,853
                                                             -----------     -----------     -----------

Cash flows from financing activities:
  Principal payments on mortgages and notes                     (134,753)       (124,500)     (2,560,267)
  Distributions to partners                                         --           (68,040)        (17,010)
                                                             -----------     -----------     -----------
Net cash used in financing activities                           (134,753)       (192,540)     (2,577,277)
                                                             -----------     -----------     -----------

Net (decrease) increase in cash                                  (22,803)       (229,337)        138,671

Cash - beginning of year                                          30,524         259,861         121,190
                                                             -----------     -----------     -----------

Cash - end of year                                           $     7,721     $    30,524     $   259,861
                                                             ===========     ===========     ===========
</TABLE>



                        See notes to financial statements

                                       19
<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


1.   FORMATION AND OPERATION OF PARTNERSHIP:
     --------------------------------------

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

     In September 1982, the  Partnership  commenced the public offering of units
of limited partnership  interest. On August 31, 1983 the offering was concluded,
at which time 10,000 units of limited partnership interest were outstanding. The
General  Partners are Realmark  Properties,  Inc., a wholly-owned  subsidiary of
J.M. Jayson & Company,  Inc. and Mr. Joseph M. Jayson,  the sole  shareholder of
J.M. Jayson & Company, Inc. (JMJ). 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.  (See Note
8).

     The  Partnership  agreement  also  provides  that  distribution  of  funds,
revenues, and costs and expenses arising from partnership activities,  exclusive
of any sale or  refinancing  activities,  are to be allocated 97% to the Limited
Partners and 3% to the General Partners. Net income or loss and proceeds arising
from a sale or refinancing shall be distributed first to the limited partners in
amounts  equivalent to a 7% return of their average adjusted  capital  balances,
plus an  amount  equal to  their  capital  contributions.  Second,  to  Realmark
Properties,  Inc. an amount  equivalent to 5% of their average  adjusted capital
balance.  Third, to all partners,  an amount equal to their respective  positive
capital account  balances and the remainder,  if any, in the ratio of 86% to the
limited partners and 14% to the general partners.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
     ------------------------------------------

     (a)  Use of  Estimates
          -----------------

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

                                       20
<PAGE>


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Con't.):
     ---------------------------------------------------

      (b)   Property and Depreciation
            -------------------------

     Depreciation  is provided on the  straight-line  method over the  estimated
useful  lives of the  respective  assets,  and totaled  $309,806,  $405,312  and
$384,466 for the years ended December 31, 1996, 1995 and 1994, respectively. The
useful lives of the Partnership's assets range from 15 to 25 years. Expenditures
for  maintenance  and  repairs are  expensed as  incurred,  major  renewals  and
betterments are  capitalized.  The Accelerated  Cost Recovery System or Modified
Accelerated Cost Recovery System is used to calculate  depreciation  expense for
tax purposes. See Footnote 3 for further discussion.

     (c)  Rental Income
          -------------

     Rental  income is  recognized on the straight line method over the terms of
the leases.  The outstanding  leases with respect to rental properties owned are
for terms of no more than one year for  residential  properties and no more than
five years for commercial buildings.

     (d)  Cash
          ----

     For purposes of reporting  cash flows,  cash includes the following  items:
cash on hand; cash in checking; and money market savings.

     (e)  Cash-Security Deposits
          ----------------------

     Cash-security  deposits represents cash on deposit in accordance with terms
of a U.S. Department of Housing and Urban Development (HUD) regulatory agreement
for Multi-Family Housing Projects under Section 223(f).

     (f)  Escrow Deposits
          ---------------

     Escrow  deposits  represent  cash which is  restricted  for the  payment of
property taxes or for repairs and  replacements  in accordance with the mortgage
agreement.

     (g)  Mortgage Costs
          --------------

     Mortgage costs incurred in obtaining  property mortgage financing have been
deferred and are being amortized over the terms of the respective mortgages.



                                       21
<PAGE>




               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Con't.):
     ---------------------------------------------------

     (h)  Investment in 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.

     (i)  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.


3.   ACQUISITION AND DISPOSITION OF RENTAL PROPERTY:
     ----------------------------------------------

     In December  1983,  the  Partnership  acquired  an office park  (Northwind)
located in East  Lansing,  Michigan for a purchase  price of  $3,876,410,  which
included  $285,713  in  acquisition  fees.  In 1984  the  carrying  value of the
property was increased for additional acquisition fees of $123,950.

     In January 1984,  the  Partnership  acquired a 120 unit  apartment  complex
(Colony  of  Kettering)  located  in  Kettering,  Ohio for a  purchase  price of
$2,769,650 which included $197,032 in acquisition fees.

     In February 1984,  the  Partnership  acquired a 250 unit apartment  complex
(Fox  Hunt  Apartments)  located  in  Kettering,  Ohio for a  purchase  price of
$5,702,520, which included $455,637 in acquisition fees.

     In December 1986, the Partnership sold Colony of Kettering for a sale price
of $3,850,000 which generated a total net gain for financial  statement purposes
of  $1,482,290.  For  income tax  purposes,  the gain was  recognized  under the
installment method.





                                       22

<PAGE>







               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


3.   ACQUISITION AND DISPOSITION OF RENTAL PROPERTY (Con't.):
     -------------------------------------------------------

     In July of 1996,  the  Partnership  entered  into a plan to  dispose of the
property,  plant and equipment of Foxhunt  Apartments  with a carrying amount of
$2,886,577.  Foxhunt incurred a net loss of $129,931 for the year ended December
31, 1996.  Management has determined  that a sale of the property is in the best
interests of the investors. As of December 31, 1996, an agreement, cancelable by
the buyer, was signed with an anticipated sales price of $7.4 million.

     Financial  Accounting  Standards  Statement  No.  121,  ACCOUNTING  FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF (the
"Statement")  requires that assets to be disposed of be recorded at the lower of
carrying  value or fair value,  less costs to sell.  The Statement also requires
that such assets not be depreciated  during the disposal  period,  as the assets
will be recovered  through sale rather than through  operations.  In  accordance
with this Statement,  the long-lived  assets of the  Partnership,  classified as
held for sale on the balance sheet, are recorded at the carrying amount which is
the lower of carrying  value or fair value less costs to sell, and have not been
depreciated  during the  disposal  period.  Depreciation  expense,  not recorded
during  the  disposal  period,  for the year ended  December  31,  1996  totaled
approximately $93,000.


4.   INVESTMENT IN JOINT VENTURES:
     ----------------------------

     Unconsolidated Joint Ventures:
     -----------------------------

     In December  1983,  the  Partnership  entered into an agreement with Adaron
Group  ("Adaron") and formed Research  Triangle  Industrial Park West Associates
Joint Venture (the Joint Venture), the primary purpose of which was to construct
office/warehouse  distribution buildings as income producing property. Under the
terms of the  joint  venture  agreement,  the  Partnership  was to  provide  the
majority of the capital  required for the purchase of land and completion of the
Joint Venture's  development,  while Adaron,  the other joint  venturer,  was to
provide development supervision and management services.

     The initial phase of  development  ("Phase I") which was sold in June 1987,
included an office  distribution  building  containing a total of 101,000  gross
square feet, and one office  building  containing  42,000 gross square feet. The
purchaser of the property was not  affiliated  with either Joint  Venturer.  The
Partnership received approximately  $2,300,000 in proceeds from the sale, and in
July 1987, these proceeds were distributed to the limited partners.



                                       23
<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


4.   INVESTMENT IN JOINT VENTURES (Con't.):
     -------------------------------------

     On August 20, 1992,  Realmark Property Investors Limited  Partnership VI A,
(RPILP VI A) purchased Adaron's joint venture interest,  acquiring substantially
all of the rights and claims  previously held by Adaron.  Ownership of the joint
venture is now  divided  equally  between  the  Partnership  and RPILP VI A. The
original Joint Venture  agreement with Adaron provided that the Partnership will
be allocated 95% of any income  received or loss incurred during Phase I and 50%
of any income received or loss incurred during Phase II.

     Net cash flow from the Joint Venture is to be distributed as follows:

     To the  Partnership  until it has received a return of 8% (10.25%  prior to
September  1986)  per  annum  on  the  amount  of  capital  contributed  by  the
Partnership.  To the extent such return is not  received  from year to year,  it
will accrue and be paid from the next  available  cash flow;  to the other Joint
Venturer, up to an amount equal to that paid to the Partnership.  No amount will
be  accrued  in  favor of the  other  investor;  any  remaining  amount  will be
distributed 60% to the other Joint Venturer and 40% to the Partnership.

     To the extent there are net proceeds  from any sale or  refinancing  of the
subject property,  said net proceeds will be payable first to the Partnership to
the extent  the 8%  (10.25%  prior to  September  1986) per annum  return on its
invested  capital is unpaid.  Any additional net proceeds will be payable to the
Partnership until it has received an amount equal to its capital  contributions,
reduced by any prior distribution of sale or refinancing  proceeds.  Thereafter,
any remaining net proceeds will be divided 50% to the Partnership and 50% to the
other Joint Venturer.

     A summary of combined assets, liabilities, and equity of the joint ventures
as of December 31, 1996 and 1995 and the results of its operations for the years
ended December 31, 1996, 1995, and 1994 follows:











                                       24
<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


4.   INVESTMENT IN JOINT VENTURES (Con't.):
     -------------------------------------
                        RESEARCH TRIANGLE INDUSTRIAL PARK
                                 JOINT VENTURES
                                 BALANCE SHEETS
                           December 31, 1996 and 1995

Assets                                                 1996             1995
------                                             -----------      -----------

Cash and cash equivalents                          $   745,127      $    92,150
Property, net of accumulated depreciation            1,601,125        2,026,955
Accounts receivable - affiliates                          --            322,212
Other                                                  317,913          426,113
                                                   -----------      -----------

Total Assets                                         2,664,165        2,867,430
                                                   ===========      ===========


Liabilities and Partners' Deficit

Liabilities:
  Notes payable                                      4,996,884        5,073,225
  Accounts payable - affiliates                         37,406             --
  Accounts payable and accrued expenses                 96,443          169,665
                                                   -----------      -----------
Total liabilities                                    5,130,733        5,242,890
                                                   -----------      -----------

Partners' Deficit:
  The Partnership                                   (1,133,867)      (1,088,315)
  Other investors                                   (1,332,701)      (1,287,145)
                                                   -----------      -----------
Total Partners' Deficit                             (2,466,568)      (2,375,460)
                                                   -----------      -----------

Total Liabilities and Partners' Deficit            $ 2,664,165      $ 2,867,430
                                                   ===========      ===========

                                       25


<PAGE>


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


4.   INVESTMENT IN JOINT VENTURES (Con't.):
     -------------------------------------

                        RESEARCH TRIANGLE INDUSTRIAL PARK
                                 JOINT VENTURES
                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                        1996            1995           1994
                                    -----------     -----------     -----------
Income:
  Rental                            $ 1,029,367     $   946,046     $   914,129
  Interest                                  763             431             710
                                    -----------     -----------     -----------

  Total Income                        1,030,130         946,477         914,839
                                    -----------     -----------     -----------

Expenses:
  Administrative:
    Paid to affiliates                   58,987          63,527          72,416
    Other                                12,352             226           2,614
  Depreciation and amortization         500,228         510,653         507,664
  Interest                              436,685         440,630         448,795
  Property operations                   112,982         117,319         116,828
                                    -----------     -----------     -----------

  Total Expenses                      1,121,234       1,132,355       1,148,317
                                    -----------     -----------     -----------

Net loss                                (91,104)       (185,878)       (233,478)
                                    ===========     ===========     ===========

Allocation of net loss:
  The Partnership                       (45,552)        (92,939)       (116,739)
  Other investors                       (45,552)        (92,939)       (116,739)
                                    -----------     -----------     -----------

Total                               $   (91,104)    $  (185,878)    $  (233,478)
                                    ===========     ===========     ===========


     A reconciliation  of the investments in Research  Triangle  Industrial Park
Joint Ventures:

<TABLE>
<CAPTION>
                                                        1996            1995            1994
                                                    -----------     -----------     -----------
<S>                                                 <C>             <C>             <C>
Investment in joint venture at beginning of year    $(1,088,315)    $  (895,376)    $  (678,637)
Allocated loss                                          (45,552)        (92,939)       (116,739)
Distribution from joint venture                            --          (100,000)       (100,000)
                                                    -----------     -----------     -----------

Investment in joint venture at end of year          $(1,133,867)    $(1,088,315)    $  (895,376)
                                                    ===========     ===========     ===========
</TABLE>


                                       26
<PAGE>


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


4.   INVESTMENT IN JOINT VENTURES (Con't.):
     -------------------------------------

     On August 20, 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.
The joint venture has no outstanding debt at December 31, 1996 and 1995.

     In 1994,  engineering  and  surveying  costs in the amount of $20,484  were
capitalized  as part of the cost of  land.  The  book  value  of the land  joint
venture as of December 31, 1996, 1995 and 1994 was $432,984. The only operations
of the joint venture is the payment of real estate taxes and insurance  premiums
for this vacant piece of land.  Payment of these bills is to be divided  equally
between the Partnership and Adaron.

     Bills paid  entirely  by one joint  venturer  will be  reflected  through a
receivable or payable on the Partnership books. There was a $243 receivable from
Adaron and a $243 payable to an affiliate of the  Partnership as of December 31,
1996  representing  premiums on the 1996  insurance  policy.  There were no such
receivables or payables as of December 31, 1995 and 1994.

     The total  capital of the joint venture of $432,982 as of December 31, 1996
and  $447,624 as of December  31, 1995 and 1994 is divided  equally  between the
Partnership and Adaron. The Partnership's capital of $216,491 as of December 31,
1996 and $223,812 as of December 31, 1995 and 1994 is included in the Investment
in Joint Ventures on the balance sheet. The Partnership's  share of expenses not
previously billed by Adaron,  totaling $7,321, were allocated to the Partnership
in the current  year.  All payments made by each joint  venturer are  considered
capital contributions.  Such contributions are offset by the allocated loss from
such  payments.  A  cumulative  adjustment  was made in 1996 to  adjust  capital
accounts to actual.

     Minority Interest in Consolidated Joint Venture:

     On September 21, 1991, the Partnership entered into an agreement and formed
a Joint Venture with Realmark Property Investors Limited Partnership VI A (RPILP
VI A) and Realmark Property Investors Limited Partnership VI B (RPILP VI B). The
Joint  Venture was formed for the purpose of  operating  the Foxhunt  Apartments
owned by the Partnership.  Under the terms of the Joint Venture Agreement, RPILP
VI A contributed  $390,000 and RPILP VI B contributed  $1,041,568 to buy out the
wraparound  promissory  note on the property.  The  Partnership  contributed the
property net of the first mortgage.



                                       27
<PAGE>



               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


4.   INVESTMENT IN JOINT VENTURES (Con't.):
     -------------------------------------

     Minority Interest in Consolidated Joint Venture (Con't.):

     The original Joint Venture agreement provided that any income,  loss, gain,
cash flow, or sales proceeds be allocated 63.14% to the  Partnership,  10.04% to
RPILP VI A and 26.82% to RPILP VI B. On April 1, 1992, utilizing proceeds from a
HUD mortgage  refinancing,  the  Partnership  bought out RPILP VI A's  interest,
while RPILP VI B's ownership  interest was  decreased to 11.5%.  The net loss of
the Joint Venture from September 27, 1991, date of inception,  through  December
31, 1996 has been  allocated to the minority  interests in  accordance  with the
agreement and has been recorded as a reduction of their capital contributions.

     A  reconciliation  of the  minority  interest  share in the  Foxhunt  Joint
Venture is as follows:


                                                             RPILP VI B
                                                           ------------
           Balance at January 1, 1994                      $    436,698

           Allocated loss                                       (19,538)
                                                           ------------
           Balance at December 31, 1994                         417,160

           Allocated loss                                       (31,098)
                                                           ------------
           Balance at December 31, 1995                         386,062

           Allocated loss                                       (14,942)
                                                           ------------
           Balance at December 31, 1996                    $    371,120
                                                           ============



5.   MORTGAGES AND NOTES PAYABLE:
     ---------------------------

     The Partnership has the following mortgages payable:

     Northwind Office Park
     ---------------------

     A mortgage with a carrying  amount of $663,562 and $742,304 at December 31,
1996 and 1995,  respectively,  bearing interest at 9.75%. The mortgage  provides
for annual principal and interest payments of $147,660, payable in equal monthly
installments with the remaining balance due in December 2002.

     A mortgage with a carrying  amount of $314,481 and $343,099 at December 31,
1996 and 1995,  respectively,  bearing interest at 9%. The mortgage provides for
annual  principal  and interest  payments at $57,936,  payable in equal  monthly
installments  with the remaining  balance  originally due in September  1995. No
extension has been granted and the loan is currently callable on demand.


                                       28

<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


5.   MORTGAGES AND NOTES PAYABLE (Con't.):
     ------------------------------------

     Foxhunt Apartments
     ------------------

     A U.S.  Department  of  Housing  and  Urban  Development  (HUD)  guaranteed
mortgage  with a balance of $4,528,289  and  $4,555,681 at December 31, 1996 and
1995,  respectively,  bearing  interest at 9%.  Annual  principal  and  interest
payments of $436,296 are due in equal  monthly  installments  until  maturity in
March 2027.

     The mortgage is subject to a HUD regulatory  agreement which places certain
restrictions on the operation of the  Partnership.  As of December 31, 1996, the
Partnership  was not in compliance with several of these  regulations  including
those restricting commingling of funds.

     Other
     -----

     A demand  note with a  balance  of $8,531 at  December  31,  1996.  Monthly
principal and interest payments are scheduled for $9,000.

     The aggregate maturities of mortgages and note payable for each of the next
five years and thereafter are as follows:


      Year                                    Amount

      1997                                  $  439,747
      1998                                     128,394
      1999                                     141,220
      2000                                     155,328
      2001                                     170,847
      Thereafter                             4,479,327
                                            ----------

      TOTAL                                 $5,514,863
                                            ==========


     The mortgages and note are secured by  substantially  all of the properties
of the partnership.

                                       29

<PAGE>


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


7.   FAIR VALUE OF FINANCIAL INSTRUMENTS:
     -----------------------------------

     Statement of Financial  Accounting  Standards  No. 107 requires  disclosure
about  fair  value of  certain  financial  instruments.  The fair value of cash,
accounts receivable,  deposits held in trust, accounts payable, accrued expenses
and deposit  liabilities  approximate  the  carrying  value due to the nature of
these instruments.

     The fair value of the mortgages payable of Northwind,  with carrying values
of $663,562 and $314,481,  and the mortgage payable of Foxhunt,  with a carrying
value of $4,528,289,  cannot be determined because it is uncertain if comparable
mortgages  could be obtained in the current  market due to the poor occupancy at
Northwind  and the fact that Castle  Dore's  mortgage  payable is insured by the
Department of Housing and Urban Development  (HUD). See Note 6 for a description
of the terms of the mortgages payable.

8.   RELATED PARTY TRANSACTIONS:
     --------------------------

     Management fees for the management of Partnership properties are paid to an
affiliate  of the General  Partners.  The  management  agreement  provides for a
management fee of 5% of the gross monthly rental receipts of each complex.  This
fee was $87,188, $95,603 and $92,451 for the years ended December 31, 1996, 1995
and 1994, respectively.

     According to the terms of the partnership  agreement,  Realmark Properties,
Inc. is entitled to a continuing  partnership  management fee equal to 7% of net
cash flow (as defined in the Partnership Agreement), 2% of which is subordinated
to the receipt by the limited  partners  of a  noncumulative  annual cash return
equal to 7% of the average of their adjusted capital  contributions  (as defined
in the partnership  agreement).  No such fees were paid or accrued for the years
ended December 31, 1996, 1995 and 1994.

     Accounts  receivable-affiliates  totaled $0 and $146,238 as of December 31,
1996 and 1995, respectively.

     Computer  service  charges  for the  partnership  are paid or accrued to an
affiliate of the General Partners. The fee is based upon the number of apartment
units and totaled  $4,560,  $4,560 and $5,760 for the years ended  December  31,
1996, 1995 and 1994.







                                       30

<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


8.   RELATED PARTY TRANSACTIONS (Con't.):
     -----------------------------------

     Pursuant to the terms of the partnership  agreement,  the Corporate General
partner charges the Partnership for  reimbursement of certain costs and expenses
incurred by the corporate  general partner and its affiliates in connection with
the administration of the Partnership.  These charges were for the Partnership's
allocated   share  of  such  costs  and  expenses  as  payroll,   legal,   rent,
depreciation,  printing,  mailing,  travel and  communication  costs  related to
Partnership  accounting,  partner  communication  and  relations,  and  property
marketing  and are included in property  operations.  Additionally,  Partnership
accounting and portfolio  management fees,  investor services fees and brokerage
fees are  allocated  based on total  assets,  number of  partners  and number of
units,  respectively.  These charges totaled  $84,438,  $151,075 and $145,306 in
1996, 1995 and 1994, respectively.

     The General Partners are allowed to collect property  disposition fees 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 return (not compounded) equal to 7% of their average adjusted capital
balances and to repayment to the limited  partners of a cumulative  amount equal
to their capital  contributions.  Since the conditions  discussed above have not
been met, no fee has been paid or accrued on the sale of properties to date.


9.   INCOME TAXES:
     ------------

     No provision has been made for income taxes since the income or loss of the
Partnership is to be included in the tax returns of the Individual Partners.

     The tax returns of the  Partnership  are subject to  examination by Federal
and  State  taxing  authorities.  Under  Federal  and  State  income  tax  laws,
regulations and rulings,  certain types of transactions  may be accorded varying
interpretations and, accordingly,  reported Partnership amounts could be changed
as a result of any such examination.











                                       31
<PAGE>




               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


9.   INCOME TAXES (Con't.):
     ---------------------

     The  reconciliation of net loss for the years ended December 31, 1996, 1995
and 1994, as reported in the statement of  operations,  and as would be reported
for tax return purposes is as follows:

<TABLE>
<CAPTION>
                                                       1996         1995         1994
                                                     ---------    ---------    ---------
<S>                                                  <C>          <C>          <C>
Net loss -
  Statement of operations                            $(418,777)   $(731,183)   $(715,944)

Add to (deduct) from:
  Difference in depreciation                           (78,980)     (62,733)    (132,349)

  Difference in amortization of loan discount             --          2,218          826
  Basis difference in investment in joint ventures     115,578      193,182      174,316
  Other                                                (54,952)        --        (47,606)
  Allowance for doubtful accounts                       27,558       41,403        5,998
                                                     ---------    ---------    ---------

Net loss - tax return purposes                       $(409,573)   $(557,113)   $(714,759)
                                                     =========    =========    =========

</TABLE>


     The  reconciliation  of  Partners'  Capital  (Deficit)  for the years ended
December  31,  1996,  1995 and 1994,  as reported  in the  balance  sheet and as
reported for tax return purposes, is as follows:

<TABLE>
<CAPTION>
                                                   1996           1995           1994
                                               -----------    -----------    -----------
<S>                                            <C>            <C>            <C>
Partners' Capital (Deficit) -                  $(1,653,694)   $(1,234,917)   $  (435,694)
  Balance Sheet

Add to (deduct from):
  Accumulated difference in depreciation        (3,827,219)    (3,748,239)    (3,685,506)

  Accumulated amortization of discounts
    on mortgage payables                         1,208,424      1,208,424      1,206,206

  Syndication fees                               1,133,176      1,133,176      1,133,176
  Allowance for doubtful accounts                  113,009         85,451         44,048
  Gain on sale of property                        (561,147)      (561,147)      (561,147)
  Other                                           (102,558)       (47,606)       (47,606)
  Difference in investment in joint ventures       578,490        462,912        269,730
                                               -----------    -----------    -----------

Partners' Deficit - tax return purposes        $(3,111,519)   $(2,701,946)   $(2,076,793)
                                               ===========    ===========    ===========



</TABLE>


                                       32
<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


10.  LEASES

     All residential  property rental agreements are for a duration of less than
one year. In connection  with the operation of its  commercial  properties,  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:






          1997                    $  371,178
          1998                       127,492
          1999                        49,081
          2000                        19,944
                                  ----------

          TOTAL                   $  567,695
                                  ==========



          ______________________________________________________________________



11.  GOING CONCERN CONSIDERATIONS
     ----------------------------

     On May 5, 1992,  the  Partnership  obtained a  mortgage  guaranteed  by the
Department of Housing and Urban Development  (HUD). The mortgage is subject to a
HUD  regulatory  agreement  which places  restrictions  on the operations of the
Partnership.  As of December 31, 1996 the partnership was not in compliance with
several of these regulations.

     The consequences of the noncompliance with these restrictions could include
HUD-imposed  sanctions  such as fines or  interest  charges.  Additionally,  the
violation of the regulatory agreement could be deemed an event of default by the
mortgagor, and HUD could possibly take over as holder of the mortgage.

     The  Partnership's  mortgage on Northwind Office park was originally due in
September  1994. A temporary  extension on this loan was granted until September
1995.  However,  no further  extension has been granted to the Partnership.  The
loan  is  currently  callable  on  demand.  The  Corporate  General  Partner  is
continuing efforts to refinance or restructure this loan.

     Because  of the  uncertainty  surrounding  default  on the  HUD  guaranteed
mortgage,   refinancing  of  the  Northwind   Office  Park  mortgage,   and  the
Partnership's   recurring   losses  from   operations  and  partners'   deficit,
substantial doubt exists about the Partnership's  ability to continue as a going
concern.



                                       33
<PAGE>



               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)


11.  GOING CONCERN CONSIDERATIONS (Con't.)
     -------------------------------------

     Management is continuing its efforts to reduce expenses, increase rents and
implement actions to obtain appropriate refinancing. In addition,  management is
currently  negotiating  a  sale  of the  assets  of the  Foxhunt  Apartments  as
discussed in Footnote 3, and has responded to HUD  regarding the  aforementioned
noncompliance including its intentions to remedy the situation.


12.  SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
     ----------------------------------------------

                                          1996           1995          1994
                                          ----           ----          ----

Cash paid for interest                 $ 508,311       $ 520,629      $ 578,046
                                       ==========      ==========     ==========


13.  RECLASSIFICATIONS
     -----------------

     Certain  reclassifications  have  been  made to 1994 and 1995  balances  to
conform to the classifications used for 1996 balances.

14.  CONTINGENCIES
     -------------

     Included in Accounts  Payable and Accrued Expenses on the balance sheet are
delinquent  taxes and interest on  Northwind  Office Park for the years 1994 and
1995 totaling approximately $93,500 and $27,500,  respectively.  The property is
scheduled  to go into tax sale on May 6, 1997 should the taxes not be paid.  The
result of such tax sale could be substantial  penalties or the potential loss of
the property.





                                       34
<PAGE>


SCHEDULE II


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                        VALUATION AND QUALIFYING ACCOUNTS
              For The Years Ended December 31, 1996, 1995 and 1994
<TABLE>
<CAPTION>

                                                    Additions     Charged to
                                    Balance        Charged to      Other                            Balance
                                   Beginning        Cost and      Described      Deductions        at End of
             Description           of Period        Expenses      Accounts       Described         Period (1)
<S>                                <C>              <C>           <C>            <C>               <C>
Year ended December 31, 1995
  Unamortized discounts on
  mortgage payable                 $      2,218     $       -     $       -      $       2,218      $       -
                                   =============    ===========   ============   =============      ============

Year ended December 31, 1994
  Unamortized discounts on
  mortgage payable                 $     23,828     $       -     $       -      $     21,610 $(2)   $   2,218
                                   =============    ===========   ============   =============      ============

</TABLE>



(1)  Discounts to be amortized over remaining terms of the respective mortgages.
(2)  Amortization of discounts charged to operations during the year.

















                                       35
<PAGE>

SCHEDULE III

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                  Initial Cost to                Cost
                                    Partnership               Capitalized
  Property                  ------------------------          Subsequent to        (5)
 Description      Encumbrances      Land      Buildings        Acquisition     Retirements
<S>               <C>          <C>          <C>                 <C>             <C>

Northwind
 Office Park
 E. Lansing, MI   $   978,043  $   460,515  $   3,415,895       $ 453,073       $      -


Foxhunt
 Apartments
 Kettering, OH      4,528,289      387,500      4,890,020         148,150              -
                  -----------  -----------  -------------       ---------       ----------

                  $ 5,506,332  $   848,015  $   8,305,915       $ 601,223       $      -
                  ===========  ===========  =============       =========       ==========
Research
 Triangle JV
 Research
 Triangle, NC     $ 4,996,884  $   750,612  $   4,920,738       $   9,329       $ (412,500)


Research Triangle
 Land JV
 Research
 Triangle, NC           -          412,500         -               20,484          -
                  -----------  -----------   ------------       ---------       ----------

                  $ 4,996,884  $ 1,163,112   $   4,920,738      $  29,813       $ (412,500)
                  ===========  ===========   =============      ==========      ==========
_____________________________________________________________________________________________________________________

                                                                                                    Life on
                                                                                                      Which
                              Gross amounts at which                                               Depreciation
                            Carried at Close of Period                                              in Latest
                   ---------------------------------------------                                    Statement
                                                               (3)(6)         Date                      of
  Property                                     (1)(2)        Accumulated       of          Date     Operations
 Description         Land      Buildings       Total         Depreciation  Construction  Acquired   is Computed
<S>                <C>         <C>         <C>              <C>               <C>          <C>     <C>
Northwind
 Office Park
 E. Lansing, MI    $ 460,515   $3,868,968  $  4,329,483     $ 2,023,223       1973         12/83   15 - 25 Years


Foxhunt
 Apartments
 Kettering, OH       387,500    5,038,170      5,425,670      2,539,094       1972         02/84   15 - 25 Years
                   ---------   ----------- -------------    -----------

                   $ 848,015   $ 8,907,138   $ 9,755,153    $ 4,562,317
                   =========   =========== =============    ===========

Research
 Triangle JV
 Research
 Triangle, NC      $ 338,112   $4,930,067  $  5,268,179     $ 3,667,054       1985         12/83   15 - 25 Years


Research Triangle
 Land JV
 Research
 Triangle, NC        432,982      -             432,982         -              -           08/92   15 - 25 Years
                   ---------   ----------  ------------     -----------

                   $ 771,094   $4,930,067  $  5,701,161     $ 3,667,054
                   =========   ==========  ============     ===========
</TABLE>



<PAGE>


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II

                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                                DECEMBER 31, 1996


(1)   Cost for Federal income tax purposes is $9,755,153.

(2)   A  reconciliation  of the  carrying  amount  of land and  buildings  as of
      December 31, 1996, 1995 and 1994 follows:


                                                 Partnership Properties
                                           1996           1995           1994
                                        ----------     ----------     ----------

Balance at beginning of period          $9,749,156     $9,718,046     $9,658,922
Additions                                    5,997         31,110         59,124
Dispositions                                  --             --             --
                                        ----------     ----------     ----------
Balance at end of period                $9,755,153     $9,749,156     $9,718,046
                                        ==========     ==========     ==========


                                                 Joint Venture Property
                                           1996           1995           1994
                                        ----------     ----------     ----------

Balance at beginning of period          $5,691,834     $5,691,834     $5,671,350
Additions                                    9,327           --           20,484
Dispositions                                  --             --             --
                                        ----------     ----------     ----------
Balance at end of period                $5,701,161     $5,691,834     $5,691,834
                                        ==========     ==========     ==========



(3)   A reconciliation of accumulated  depreciation for the years ended December
      31, 1996, 1995 and 1994 follows:

                                                 Partnership Properties
                                           1996           1995           1994
                                        ----------     ----------     ----------

Balance at beginning of period          $4,252,511     $3,847,199     $3,462,733
Additions charged to cost and expenses
  during the period                        309,806        405,312        384,466
                                        ----------     ----------     ----------
Balance at end of period                $4,562,317     $4,252,511     $3,847,199
                                        ==========     ==========     ==========


                                                 Joint Venture Property
                                           1996           1995           1994
                                        ----------     ----------     ----------

Balance at beginning of period          $3,231,895     $2,797,047     $2,362,200
Additions charged to cost and expenses
  during the period                        435,159        434,848        434,847
                                        ----------     ----------     ----------
Balance at end of period                $3,667,054     $3,231,895     $2,797,047
                                        ==========     ==========     ==========


(4)   Balance applies entirely to buildings.

(5)   Land transfer to Research Triangle Land Joint Venture.

(6)   The  life on  which  depreciation  is  computed  in  latest  statement  of
      operations is 25 years.

                                       37
<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                             3/28/97
         -------------------------------------------       ---------------
            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: /s/ Joseph M. Jayson                              3/28/97
         --------------------------------------------       ---------------
            JOSEPH M. JAYSON, President                     Date
            Principal Executive Officer and Director

          /s/ Michael J. Colmerauer                         3/28/97
         --------------------------------------------       ---------------
            MICHAEL J. COLMERAUER,                          Date
            Secretary












                                       38
<PAGE>


            Supplemental Information to be Furnished with Reports Filed Pursuant
            --------------------------------------------------------------------
      to  Section  15(d) of the Act by  Registrants  Which  Have Not  Registered
      --------------------------------------------------------------------------
      Securities Pursuant to Section 12 of the Act.
      ---------------------------------------------

            The Form 10-K is sent to security holders. No other annual report is
      distributed.  No proxy statement,  form of proxy or other proxy soliciting
      material was sent to any of the registrant's security holders with respect
      to any annual or other meeting or security holders.






















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