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

FORM 10-K/A

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

For the Fiscal Year Ended December 31, 2007

or

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

For the transition period from ___ to ___

Commission File Number 0-11909

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

 

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

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

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

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

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

Indicate by a check mark whether the Registrant: (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that        theRegistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.        [X] Yes                          [  ] No

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

Indicate by a check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seethedefinitions of “largeacceleratedfiler,”“accelerated filer” and “smaller reporting company”in Rule 12b-2 of the Exchange Act. (Check one):        [  ] Large accelerated filer   [  ] Accelerated filer  [X] Non-accelerated filer  [  ] Smaller reporting company

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

 

DOCUMENTS INCORPORATED BY REFERENCE

        NONE

 

> 

**EXPLANATORY NOTE**         

     ThisAmendment no. 1 is being filed to amend the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2007, which was filed with theSecurities and Exchange Commissionon April 15,        2008, in order to present revised disclosure under the following item:PartI, Item 9A(T): Controls and Procedures.

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**PART I**

 

**ITEM 9A(T): CONTROLS AND PROCEDURES**

     Disclosure Controls and Procedures.The Partnership maintains a set of disclosure controls and proceduresdesigned to ensure that information required to be disclosed by the Partnershipin reports that it files or submits under the Exchange Act is recorded,processed, summarized and reported within the time periods specified inSecurities and Exchange Commission rules andforms. An evaluation was carried out under thesupervision and with the participation of the Partnership's management,including the Partnership's Individual General Partner and Principal FinancialOfficer, of the effectiveness of the Partnership's disclosure controls andproceduresas of the end of the period covered by this annual report. Based on that evaluation, the Partnership's Individual GeneralPartner and Principal Financial Officer concluded that the Partnership'sdisclosure controls and procedureswere noteffectiveas of such period end.Management will endeavor to enhance the Partnership’s disclosure controls and procedures to cause them to become effective.

     Management’s Annual Reporton Internal Control over Financial Reporting. Management of the Partnership is responsible for establishing andmaintainingadequate internal control over reporting in accordance with Exchange Act Rules 13a-15(f) and 15d-15(f). Management conducted an evaluation of the Partnership’s internal control over financial reporting based on the framework and criteria established in*Internal Control -Integrated Framework*, issued by the Committee of        Sponsoring Organizations of the Treadway Commission. Based onthatevaluation, management concluded that the Partnership’s internal control over financial reporting was not effective as of December 31, 2007.                          Because of the Partnership’s small size and limited financial resources, there isa limited number ofpersons,includingthe Individual General Partner and Principal Financial Officer,dealing withallgeneral administrative and financial matters.Whilemanagementutilizes outside resources when necessary, thislack of segregation of dutiesconstitutes a material weakness in financial reporting. At this time, management has decided thatgiven therisks associated withthislack of        segregationof duties,the potentialbenefitof adding additionalpersonnelto clearly segregatedutiesdoesnot justify the expenses associated with suchbenefit.Management will periodically review this matter and may make modifications, including adding additional personnel, it determines appropriate.

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

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

 

     Changes in Internal Control over Financial Reporting.Subsequent to the date of their most recent evaluation, there have beennochanges in the        Partnership's internal control over financialreporting thathas materially affected, or is reasonably likely to materially affect,thePartnership’sinternalcontrol        over financial reporting.

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**PART IV**

**ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES**

(b)     Exhibits

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

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

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**SIGNATURES**

 

          Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized.

 

**REALMARK PROPERTY INVESTORS LIMITEDPARTNERSHIP - II**

 

> By: */s/**Joseph M. Jayson* 
 September 5, 2008
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 theRegistrant and in the        capacities and on the dates indicated.

By: REALMARK PROPERTIES, INC.              Corporate General Partner

 

> */s/Joseph M. Jayson  *
September 5, 2008
JOSEPH M. JAYSON,
Date
President, Treasurer and Director
*                                                                                                            *

                                                              
*/s/Judith P. Jayson*
 September 5, 2008
JUDITH P. JAYSON,
Date
Vice President and Director
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