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

                                    FORM 10-K

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

                   For the Fiscal Year Ended December 31, 2005
                                             -----------------
                                       or

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

                    For the transition period from ___ to ___

                         Commission File Number 0-11909

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

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

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

                 Registrant's Telephone Number: (716) 636-9090
                                                 -------------

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Units of Limited
                                                            Partnership Interest


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

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

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

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


<PAGE>
Indicate by a check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" in Rule 12b-2 of the Exchange Act. (Check one):
[ ] Large accelerated filer    [ ] Accelerated filer   [X] Non-accelerated filer

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

                       DOCUMENTS INCORPORATED BY REFERENCE
        See Item 15 for a list of all documents incorporated by reference
<PAGE>
                                     PART I
                                     ------

ITEM 1: BUSINESS
----------------

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

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

         The Partnership's primary business and its only industry segment is to
own and operate income-producing real property for the benefit of its partners.
At December 31, 2005, the Partnership, either directly or through its limited
liability subsidiary company, owned an office complex in Michigan (Northwind
Office Park), and is a partner in two joint ventures. It has a 50% interest in
Research Triangle Industrial Park Joint Venture and Research Triangle Land Joint
Venture, both in Durham County, North Carolina. A portion of the interest in the
Research Triangle Land Joint Venture was sold in March 2001. All of the other
properties are currently being actively marketed for sale.

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

         The business of the Partnership is not seasonal and it competes on the
basis of rental rates and property operations with similar types of properties
in vicinities in which the partnership's properties are located. The Partnership
has no real property investments located outside the United States. The
Partnership does not segregate revenue or assets by geographic region, since, in
management's view, such a presentation would not be significant to an
understanding of the Partnership's business or financial results taken as a
whole. As of December 31, 2005, the Partnership did not directly employ any
persons in a full-time position. All persons who regularly rendered services on
behalf of the Partnership through December 31, 2005 were employees of the
Corporate General Partner or its affiliates.

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

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





                                       2
<PAGE>
ITEM 1A:  RISK FACTORS
--------  ------------

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

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

         This section includes forward-looking statements.

                            Real Estate Related Risks

We face substantial competition

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

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

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

Changes in market or economic conditions may affect our business negatively

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

Terrorism could impair our business

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





                                       3
<PAGE>
Our commercial and office tenants may go bankrupt or be unable to make lease
payments

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

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

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

Losses from natural catastrophes may exceed our insurance coverage

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

                                 Financing Risks

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

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

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

                                    Tax Risks

Our operating partnership may fail to be treated as a partnership for federal
income tax purposes




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

                       Environmental and Other Legal Risks

We may have liability under environmental laws

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

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

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

We may face risks related to mold and asbestos

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

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

         Environmental laws also govern the presence, maintenance and removal of
asbestos. Those laws require that owners or operators of buildings containing
asbestos:
                                        5
<PAGE>
         o  properly manage and maintain the asbestos;
         o  notify and train those who may come into contact with asbestos; and
         o  undertake special precautions, including removal or other abatement,
            if asbestos would be disturbed during renovation or demolition of a
            building.

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

We face risks in complying with Section 404 of the Sarbanes-Oxley Act of 2002

         To comply with Section 404 of the Sarbanes-Oxley Act of 2002, we must
furnish a report by our management on our internal controls over financial
reporting with our annual report on Form 10-K for our fiscal year ending
December 31, 2007. The report will contain, among other matters, an assessment
of the effectiveness of our internal control over financial reporting as of the
end of that fiscal year, including a statement as to whether or not our internal
control over financial reporting is effective. This assessment must include
disclosure of any material weaknesses in our internal control over financial
reporting. Material weakness in internal controls over financial reporting is
defined as "a significant deficiency, or a combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will not be prevented
or detected." The report will also contain a statement that our auditors have
issued an attestation report on management's assessment of our internal
controls.

         Testing of our internal controls would begin no later than the second
quarter of fiscal 2007. This testing will include documenting our procedures and
an analysis of the segregation of duties. In the course of our evaluation and
testing of internal controls, we may identify areas for improvement in the
documentation, design and effectiveness of our internal controls, and these
areas of improvement may be material. We may elect or be required to disclose
those weaknesses before we have remediated them. We cannot assure you that we
will not discover material weaknesses in the course of our testing and be
required to disclose them. Given the risks inherent in the design and operation
of internal controls over financial reporting, we can provide no assurance
regarding our conclusions, or regarding the conclusions of our independent
auditor, as of December 31, 2007 with respect to the effectiveness of our
internal controls over financial reporting.

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

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


                                       6
<PAGE>
                               Risks for Investors

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

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

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

         None.

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

         As of December 31, 2005, the Partnership owned Northwind Office Park,
an office complex located in East Lansing, Michigan. The property consists of
five office buildings containing a total of 89,200 gross square feet, and 70,713
net rentable square feet. At December 31, 2005, Northwind was 62% occupied. The
2004 and 2003 year-end occupancy rates were 67% and 73%, respectively. As of
December 31, 2005 there is no mortgage loan on the Northwind property.

         The Research Triangle Industrial Park Joint Venture owns a 117,000
square foot office/warehouse distribution building in Raleigh, North Carolina.
The building has been 100% occupied for several years. The tenant, whose lease
expires on June 30, 2006, has notified the joint venture that it intends to
vacate the facility upon the expiration of the lease. The first mortgage loan on
the property had a balance of $4,833,899 at December 31, 2005.

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

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

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

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


                                       7
<PAGE>
         The settlement also provided for the payment by the Partnerships of
fees to the plaintiffs' attorneys. These payments, which are not calculable at
this time but may be significant, are payable out of the proceeds from the sale
of all of the properties owned by all of the Realmark Partnerships, following
the sale of the last of these properties in each partnership. Plaintiff's
counsel will receive 15% of the amount by which the sales proceeds distributable
to limited partners in each partnership exceeds the value of the limited
partnership units in each partnership (based on the weighted average of the
units' trading prices on the secondary market as reported by Partnership
Spectrum for the period May through June 2001). In no event may the increase on
which the fees are calculated exceed 100% of the market value of the units as
calculated above.

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

         None.











































                                        8
<PAGE>
                                     PART II
                                     -------

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

         There is currently no active trading market for the units of limited
partnership interest of the Partnership and it is not anticipated that any will
develop in the future. Accordingly, information as to the market value of a unit
at any given date is not available. As of December 31, 2005, there were 1,053
record holders of units of limited partnership interest.

         The Partnership is a limited partnership and, accordingly, does not pay
dividends. It does, however, make distributions of cash to its partners. The
partnership agreement provides for the distribution to the partners of net cash
flow from operations. In connection with the pending sale of the Partnership's
properties (Item 3), it is anticipated that there will be no future
distributions of net cash flow from operations. All future distributions of net
cash from sales proceeds will be distributed, to the extent available, 100% to
the limited partners until there has been a return of the limited partner's
capital contribution plus an amount sufficient to provide a 7%, not compounded,
return on their adjusted capital contributions for all years following the
termination of the offering of the units. It is anticipated that there will not
be sufficient cash flow from the sale of the Partnership's remaining properties
to provide this return to the limited partners. There were no distributions to
partners made in 2005, 2004 or 2003.

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

























                                        9
<PAGE>
<TABLE>
<CAPTION>
ITEM 6:  SELECTED FINANCIAL DATA
-------  -----------------------

                                                          At or for the years ended December 31,
                                     ----------------------------------------------------------------------------------
                                            2005             2004             2003             2002          2001
                                     ----------------------------------------------------------------------------------
<S>                                      <C>                <C>             <C>              <C>           <C>
BALANCE SHEET DATA
Net rental property                  $     2,235,905        2,225,245       2,212,325        2,186,727     2,170,349
Total assets                               2,573,839        2,630,322       2,644,892        2,592,896     2,619,014
Mortgage loans payable                             -                -          14,418           73,058       237,634
Partners' equity                           1,628,027        1,560,312       1,452,822        1,225,570     1,049,338
                                     ==================================================================================
OPERATING DATA
Rental income                                734,492          848,133         843,547          880,401     1,050,604
Other income                                   3,013           10,333          15,341            8,368        41,874
                                     ----------------------------------------------------------------------------------
Total revenue                                737,505          858,466         858,888          888,769     1,092,478
                                     ----------------------------------------------------------------------------------
Property operating costs                     573,863          618,302         536,671          557,457       662,336
Interest expense                                   -               92           1,558           15,933       117,342
Administrative expenses                      246,659          230,820         231,259          278,277       335,555
                                     ----------------------------------------------------------------------------------
Total expenses                               820,522          849,214         769,488          851,667     1,115,233
                                     ----------------------------------------------------------------------------------
Income (loss) before joint venture
  operations and gain on sale of
  property                                   (83,017)           9,252          89,400           37,102       (22,755)
Equity in earnings of unconsolidated
  joint ventures                             150,732           98,238         137,852          139,130       317,105
Minority interest in
  consolidated venture operations                  -                -               -                -      (545,015)
Gain on sale of property                           -                -               -                -     4,760,295
                                     ----------------------------------------------------------------------------------
Net income                           $        67,715          107,490         227,252          176,232     4,509,630
                                     ==================================================================================
CASH FLOW DATA
Net cash provided (used) by:
Operating activities                          15,654          (31,082)          2,487          (22,072)     (408,352)
Investing activities                         (10,660)         (12,920)         46,402           91,622     7,351,841
Financing activities                               -          (14,418)        (58,640)        (164,576)   (6,770,710)
                                     ----------------------------------------------------------------------------------
Net increase (decrease) in cash
  and equivalents                    $         4,994          (58,420)         (9,751)         (95,026)      172,779
                                     ==================================================================================
PER LIMITED PARTNERSHIP UNIT:

Net income                           $          6.57            10.43           22.04            17.09        389.11
                                     ==================================================================================
</TABLE>













                                       10
<PAGE>
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        -----------------------------------------------------------------------
        OF OPERATIONS
        -------------

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

         Effective January 1, 2001, management began formally marketing all
remaining properties in the Partnership for sale. The Partnership made no
distributions to limited partners in 2005, 2004 or 2003. In accordance with the
settlement of the lawsuit (Item 3), it is anticipated that with the sale of the
remaining property and joint ventures, the Partnership may be in a position to
make distributions to the limited partners. These distributions will be reduced
by the amount of fees payable to the plaintiffs' legal counsel in connection
with the settlement agreement (Item 3), any outstanding liabilities and any
mortgage prepayment penalties incurred with regard to the sale of the
Partnership's properties.

         Limited partners should be aware that it is possible that they will
receive an allocation of income from gain on sale of properties on which they
will be required to pay income taxes and there is no assurance that
distributions from the sale of the properties will be sufficient to satisfy
these obligations.

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

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

         The results of operations of the Partnership, excluding equity in
earnings from joint ventures for the year ended December 31, 2005, produced a
net loss of $83,017. The results compare to net income of $9,252 in 2004 and
$89,400 in 2003.

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

2005 as compared to 2004
------------------------

         Rental income decreased approximately $114,000 due to a decrease in
occupancy while other income decreased approximately $7,000 due to a decrease in
interest income and other property fees.

         Total expenses decreased approximately 3% for the year ended December
31, 2005. Property operations decreased approximately $44,000 due to decreases
in payroll and employee benefits of $27,000, repairs and maintenance of $16,000,
utilities of $10,000 and leasing service of $13,000 offset by increase in tax
and insurance of approximately $5,000 and $17,000, respectively. Administrative
expense to affiliated parties decreased by $5,000 due to a decrease in
management fees of $7,000 relating to the decrease in income, offset by an
increase in portfolio management fees of $2,000. Other administrative expenses
increased approximately $21,000 due to increases in advertising, professional
fees and other administrative expenses of $11,000, $5,000 and $5,000,
respectively.

                                       11
<PAGE>
2004 as compared to 2003
------------------------

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

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

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

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

         The Research Triangle Industrial Park Joint Venture experienced 100%
occupancy in 2005 and 2004. Its 2005 net income increased by approximately
$104,000 from the 2004 net income. Rental income increased approximately $12,000
due to a increase in quarterly common area maintenance fees. Other income
increased approximately $3,000 due to interest income. Total expenses decreased
approximately 11% primarily due to consulting fees, legal fees, commissions from
the lease renewal and interest. Because the joint venture has had net income
during each of the last three years, the Partnership's 50% equity has enabled
the Partnership to receive a cash distribution from the Venture of $72,000 in
2003. In 2005 and 2004, the Venture used cash from operations to reduce
long-term debt and outstanding accounts payable and accrued expenses and
increase escrow deposits.

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

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

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

         Listed under Item 15 of this report.

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

         None.



                                       12
<PAGE>
ITEM 9A: CONTROLS AND PROCEDURES
-------- -----------------------

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

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

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

         None.




































                                       13
<PAGE>
                                    PART III
                                    --------

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

         The Partnership, as an entity, does not have any directors or officers.
The Individual General Partner of the Partnership is Joseph M. Jayson. The
directors and executive officers of Realmark Properties, Inc., the Partnership's
Corporate General Partner, as of December 31, 2005, are listed below. Each
director is subject to election on an annual basis.
<TABLE>
<CAPTION>
                              Title of All Positions Held with
Name                            the Corporate General Partner                Year First Elected to Position
----                          --------------------------------               ------------------------------
<S>                           <C>                                                         <C>
Joseph M. Jayson              Chairman of the Board, President                            1979
                                and Treasurer

Judith P. Jayson              Vice President and Director                                 1979

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

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

         Joseph M. Jayson, age 67, is Chairman, Director and sole stockholder of
J. M. Jayson and Company, Inc. and certain of its affiliated companies: U.S.
Apartments LLC, Westmoreland Capital Corporation, Oilmark Corporation and U.S.
Energy Development Corporation. In addition, Mr. Jayson is Chairman of Realmark
Corporation, Chairman, President and Treasurer of Realmark Properties, Inc.,
wholly-owned subsidiaries of J. M. Jayson and Company, Inc. and co-general
partner of Realmark Property Investors Limited Partnership, Realmark Property
Investors Limited Partnership-II, Realmark Property Investors Limited
Partnership-III, Realmark Property Investors Limited Partnership-IV, Realmark
Property Investors Limited Partnership-V, Realmark Property Investors Limited
Partnership-VI A, and Realmark Property Investors Limited Partnership-VI B. Mr.
Jayson has been in the real estate business for the last 43 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 43 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 24 years, Mr. Jayson and an affiliate have also engaged in
developmental drilling for gas and oil.

         Judith P. Jayson, age 65, 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
                                       14
<PAGE>
System. Mrs. Jayson graduated from St. Mary of the Woods College in Terre Haute,
Indiana, with a degree in Business Administration.

Audit Committee
---------------

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

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

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

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

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

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

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

         No direct remuneration was paid or payable by the Partnership to
directors and officers (since it has no directors or officers), nor was any
direct remuneration paid or payable by the Partnership to directors or officers
of Realmark Properties, Inc., the Corporate General Partner and sponsor, for the
year ended December 31, 2005. The Corporate General Partner and its affiliate,
Realmark Corporation, are entitled to fees and to certain expense reimbursements
with respect to Partnership operations, as set forth in Item 13 hereof and in
the notes to the consolidated financial statements.

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

         No person is known to the Partnership to own of record or beneficially,
more than 5% of the units of limited partnership interests of the Partnership,
except for affiliates of the general partners that own 912 units of limited
partnership interest amounting to approximately 9.1% of the Partnership interest
at December 31, 2005. The general partners and the executive officers of the
Corporate General Partner, as of December 31, 2005, owned 8 units of limited
partnership interest. The general partners and affiliates will receive their
                                       15
<PAGE>
proportionate share, as limited partners, of any distributable proceeds from the
sale of the properties.

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

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

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

Audit Engagement: Toski, Schaefer & Co., P.C. was engaged as the Partnership's
independent auditor for years 2005 and 2004. All fees incurred for the years
ended December 31, 2005 and 2004 were approved by the Audit Committee.

Audit Fees: Audit fees for the audit of the Partnership's annual financial
statements included in the Partnership's annual report on Form 10-K and those
financial statements included in the Partnership's quarterly reports on Form
10-Q by Toski, Schaefer & Co., P.C. for the years ended December 31, 2005 and
2004 totaled $32,000 and $30,700, respectively.

Audit-Related Fees: None.

Tax Fees: The Partnership engaged Toski, Schaefer & Co., P.C. to provide tax
filing and compliance services during the years ended December 31, 2005 and
2004. The fees for these services amounted to $2,885 and $6,885, respectively.

All Other Fees: None.

         The Audit Committee has set a policy that all fees incurred by the
Partnership for services performed by its independent auditors must be
pre-approved by the Audit Committee. All fees related to 2005 were pre-approved
by the Audit Committee.

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

         The Audit Committee has the sole authority to retain and terminate the
Partnership's independent auditors and approves all fees paid to the independent
auditors. During 2005 and 2004, the Audit Committee reviewed with the
independent auditors, who are responsible for expressing an opinion on the
conformity of those audited financial statements with generally accepted
accounting principles, their judgments as to the quality, not just the
acceptability, of the Partnership's accounting principles and such other matters
as are required to be discussed with the Audit Committee under generally
accepted auditing standards. In addition, the Audit Committee has discussed with
the independent auditors the auditors' independence from management and the
Partnership, including the matters in the written disclosures required by the
Independence Standards Board, and considered the scope and type of non-audit
services provided by the auditor when reviewing the compatibility of those
                                       16
<PAGE>
non-audit services with the auditors' independence.

         The Audit Committee discussed with the Partnership's independent
auditors the overall scope and plans for their audit. The Audit Committee meets
with the independent auditors to discuss the results of their examinations,
their evaluations of the Partnership's internal controls, and the overall
quality of the Partnership's financial reporting.

         In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the General Partners (and the General Partners have
approved) that the audited financial statements be included in the annual report
on Form 10-K for the year ended December 31, 2005.

















































                                       17
<PAGE>
<TABLE>
<CAPTION>

                                     PART IV
                                     -------

ITEM 15: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES
-------- -----------------------------------------

(a)      Consolidated Financial Statements                                             Page
         ---------------------------------                                             ----
<S>                                                                                     <C>
         Independent Auditors' Report                                                   F-1
         Consolidated Balance Sheets as of December 31, 2005 and 2004                   F-2
         Consolidated Statements of Operations for the years ended
           December 31, 2005, 2004 and 2003                                             F-3
         Consolidated Statements of Partners' Equity for the years
           ended December 31, 2005, 2004 and 2003                                       F-4
         Consolidated Statements of Cash Flows for the years ended
           December 31, 2005, 2004 and 2003                                             F-5
         Notes to Consolidated Financial Statements                                     F-6

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

         (i)      Schedule III - Real Estate and Accumulated Depreciation               F-15
</TABLE>
         All other schedules are omitted because they are not applicable or the
         required information is shown in the consolidated financial statements
         or the notes thereto.

(b)      Exhibits
         --------

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

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

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

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

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

         10. Material contracts

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






                                       18
<PAGE>
         14. Code of Ethics filed December 31, 2003, are incorporated herein by
             reference.

         21. Subsidiary of the Partnership is filed herewith.

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

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

















































                                       19
<PAGE>
                                   SIGNATURES
                                   ----------

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

REALMARK PROPERTY INVESTORS
LIMITED PARTNERSHIP - II


By:      /s/ Joseph M. Jayson                                  March 31, 2006
         --------------------                                  --------------
         JOSEPH M. JAYSON,                                          Date
         Individual General Partner

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


By:      REALMARK PROPERTIES, INC.
         Corporate General Partner

         /s/ Joseph M. Jayson                                  March 31, 2006
         --------------------                                  --------------
         JOSEPH M. JAYSON,                                          Date
         President, Treasurer and Director

         /s/ Judith P. Jayson                                  March 31, 2006
         --------------------                                  --------------
         JUDITH P. JAYSON,                                          Date
         Vice President and Director




























                                       20
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


The Partners
Realmark Property Investors Limited
    Partnership - II:

We have audited the accompanying consolidated balance sheets of Realmark
Property Investors Limited Partnership - II and Subsidiary as of December 31,
2005 and 2004, and the related consolidated statements of operations, partners'
equity, and cash flows for each of the three years in the period ended December
31, 2005. Our audits also included the financial statement schedule listed in
the index at Item 15. These consolidated financial statements and the financial
statement schedule are the responsibility of the general partners. Our
responsibility is to express an opinion on the consolidated financial statements
and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Partnership is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances but not for the purpose of expressing an
opinion on the effectiveness of the Partnership's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Realmark Property
Investors Limited Partnership - II and Subsidiary as of December 31, 2005 and
2004, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2005, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the financial statement schedule, when considered in relation to the
basic financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.

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


                                              /s/ TOSKI, SCHAEFER & CO., P.C.
                                              -------------------------------
                                              TOSKI, SCHAEFER & CO., P.C.
Williamsville, New York
March 31, 2006




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

                                    Consolidated Balance Sheets
                                    December 31, 2005 and 2004


                           Assets                                                         2005         2004
                           ------                                                      ----------   ----------
<S>                                                                                    <C>             <C>
Property and equipment, at cost, all held for sale:
     Land                                                                              $  460,515      460,515
     Buildings and improvements                                                         4,296,920    4,286,260
     Furniture and equipment                                                                9,950        9,950
                                                                                       ----------   ----------

                                                                                        4,767,385    4,756,725
     Less accumulated depreciation                                                      2,531,480    2,531,480
                                                                                       ----------   ----------

                           Net property and equipment                                   2,235,905    2,225,245

Cash and equivalents                                                                      172,125      167,131
Accounts receivable                                                                        47,210       74,646
Receivables from affiliated parties                                                       106,634      133,772
Other assets                                                                               11,965       29,528
                                                                                       ----------   ----------

                           Total assets                                                $2,573,839    2,630,322
                                                                                       ==========   ==========

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

Liabilities:
     Accounts payable and accrued expenses                                                 97,441       73,003
     Security deposits and prepaid rents                                                   50,780       48,684
                                                                                       ----------   ----------

                           Total liabilities                                              148,221      121,687
                                                                                       ----------   ----------

Losses of unconsolidated joint ventures in excess of investment                           797,591      948,323

Partners' equity:
     General partners                                                                     371,323      369,292
     Limited partners                                                                   1,256,704    1,191,020
                                                                                       ----------   ----------

                           Total partners' equity                                       1,628,027    1,560,312
                                                                                       ----------   ----------

                           Total liabilities and partners' equity                      $2,573,839    2,630,322
                                                                                       ==========   ==========
</TABLE>







          See accompanying notes to consolidated financial statements.

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

                              Consolidated Statements of Operations
                          Years ended December 31, 2005, 2004 and 2003



                                                                           2005         2004        2003
                                                                        ---------    ---------   ---------
<S>                                                                     <C>            <C>         <C>
Income:
     Rental                                                             $ 734,492      848,133     843,547
     Interest and other                                                     3,013       10,333      15,341
                                                                        ---------    ---------   ---------

                           Total income                                   737,505      858,466     858,888
                                                                        ---------    ---------   ---------
Expenses:
     Property operations                                                  573,863      618,302     536,671
     Interest                                                                  --           92       1,558
     Administrative:
         Affiliated parties                                               124,685      130,020     120,739
         Other                                                            121,974      100,800     110,520
                                                                        ---------    ---------   ---------

                           Total expenses                                 820,522      849,214     769,488
                                                                        ---------    ---------   ---------

Income (loss) before equity in earnings of
     unconsolidated joint ventures                                        (83,017)       9,252      89,400

Equity in earnings of unconsolidated joint ventures                       150,732       98,238     137,852
                                                                        ---------    ---------   ---------

                           Net income                                   $  67,715      107,490     227,252
                                                                        =========    =========   =========

Net income per limited partnership unit                                 $    6.57        10.43       22.04
                                                                        =========    =========   =========

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

















          See accompanying notes to consolidated financial statements.

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

                   Consolidated Statements of Partners' Equity
                  Years ended December 31, 2005, 2004 and 2003





                                                       General       Limited Partners
                                                       Partners     Units       Amount
                                                       --------     -----       ------
<S>                                                    <C>            <C>        <C>
Balances at December 31, 2002                          $ 359,249      10,000     866,321

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

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

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

Balances at December 31, 2004                            369,292      10,000   1,191,020

Net income                                                 2,031          --      65,684
                                                       ---------   ---------   ---------

Balances at December 31, 2005                          $ 371,323      10,000   1,256,704
                                                       =========   =========   =========
</TABLE>


























          See accompanying notes to consolidated financial statements.

                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                      REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                         AND SUBSIDIARY

                              Consolidated Statements of Cash Flows
                          Years ended December 31, 2005, 2004 and 2003




                                                                                 2005          2004         2003
                                                                                 ----          ----         ----
<S>                                                                            <C>            <C>          <C>
Cash flows from operating activities:
  Net income                                                                   $  67,715      107,490      227,252
  Adjustments to reconcile net income to net
    cash provided by (used in) operating activities:
      Amortization                                                                 5,406          217        7,921
      Equity in earnings of joint ventures                                      (150,732)     (98,238)    (137,852)
        Changes in:
          Accounts receivable                                                     27,436      (67,475)      (6,513)
          Receivables from affiliated parties                                     27,138        4,951      (40,228)
          Escrow deposits                                                             --       15,995       (2,276)
          Other assets                                                            12,157       15,382        4,947
          Accounts payable and accrued expenses                                   24,438       30,242      (38,920)
          Security deposits and prepaid rents                                      2,096      (39,646)     (11,844)
                                                                               ---------    ---------    ---------

                           Net cash provided by (used in)
                               operating activities                               15,654      (31,082)       2,487
                                                                               ---------    ---------    ---------

Cash flows from investing activities:
  Additions to property and equipment                                            (10,660)     (12,920)     (25,598)
  Distributions from joint venture                                                    --           --       72,000
                                                                               ---------    ---------    ---------

                           Net cash provided by (used in)
                               investing activities                              (10,660)     (12,920)      46,402
                                                                               ---------    ---------    ---------

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

Net increase (decrease) in cash and equivalents                                    4,994      (58,420)      (9,751)

Cash and equivalents at beginning of year                                        167,131      225,551      235,302
                                                                               ---------    ---------    ---------

Cash and equivalents at end of year                                            $ 172,125      167,131      225,551
                                                                               =========    =========    =========

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







          See accompanying notes to consolidated financial statements.

                                       F-5
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                        December 31, 2005, 2004 and 2003


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

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

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

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

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

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

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

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

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

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

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

         Property and equipment are recorded at cost. Depreciation is provided
         using the straight-line method over the estimated useful lives of the
         assets, from 5 to 25 years. Significant improvements are capitalized,
         while expenditures for maintenance and repairs and replacements are
         charged to expense as incurred. Upon disposal of depreciable property,
         the appropriate property accounts are reduced by the related costs and
         accumulated depreciation and gains and losses are reflected in the
         consolidated statements of operations.
                                       F-6
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

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

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

         The Partnership reviews long-lived assets for impairment whenever
         events or changes in circumstances indicate that the carrying amount
         of the assets may not be recoverable. In determining whether there is
         an impairment of long-lived assets, the Partnership compares the sum
         of the expected future net cash flows (undiscounted and without
         interest charges) to the carrying amount of the assets. At December
         31, 2005, no impairment in value has been recognized.

         The Partnership and its ventures' policy is to consider a property to
         be held for sale or disposition when the Partnership or venture has
         committed to a plan to sell or dispose of such property and active
         marketing activity has commenced or is expected to commence in the
         near term or the Partnership or venture has concluded that it may
         dispose of the property by no longer funding operating deficits or
         debt service requirements of the property thus allowing the lender to
         realize upon its security. Any properties identified as "held for sale
         of disposition" are no longer depreciated. All the properties were
         held for sale in 2005, 2004, and 2003.

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

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

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

         Costs incurred in obtaining mortgage financing are deferred and
         amortized using the straight-line method over the life of the
         respective mortgages. In February 2004, the mortgage for the Northwind
         property was paid off. As of December 31, 2005, there are no deferred
         mortgage costs.

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

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

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

         Rental income is recognized as earned according to the terms of the
         leases. Leases for residential properties are generally for periods of
         one year or less, payable monthly. Commercial leases are generally for
                                       F-7
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

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

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

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

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

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

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

         The fair value of the Partnership's financial instruments approximated
         their carrying values at December 31, 2005.

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

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

         The partnership agreement also provides for the distribution to the
         partners of net cash flow from operations. In connection with the
         pending sale of the Partnership's properties (note 8), it is
         anticipated that there will be no future distributions of net cash flow
         from operations. Sale or refinancing proceeds are distributed to the
         extent available, 100% to the limited partners until there has been a
         return of the limited partner's capital contribution plus an amount
         sufficient to provide a 7%, not compounded, return on their adjusted
         capital contributions for all years following the termination of the
         offering of the units. It is anticipated that there will not be
         sufficient cash flow from the sale of the Partnership's remaining
         properties to provide this return to the limited partners. There were
         no distributions to partners made in 2005, 2004, or 2003

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

         No income taxes are included in the consolidated financial statements
         since the taxable income or loss of the Partnership is reportable by

                                      F-8
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

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

     (k) Income Taxes, Continued
     ---------------------------

         the partners on their income tax returns. At December 31, 2005, net
         assets for financial reporting purposes were $1,071,031 more than the
         tax bases of the net assets.

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

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

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

         In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
         Error Corrections - A Replacement of APB Opinion No. 20 and FASB
         Statement No. 3" ("SFAS No. 154"). SFAS No. 154 requires the
         retrospective application to prior periods' financial statements of
         changes in accounting principle, unless it is impracticable to
         determine either the period-specific effects or cumulative effect of
         the accounting change. SFAS No. 154 also requires that a change in
         depreciation, amortization, or depletion method for long-lived
         non-financial assets be accounted for as a change in accounting
         estimate affected by a change in accounting principle. SFAS No. 154 is
         effective for accounting changes and corrections of errors made in
         fiscal years beginning after December 15, 2005 and the Partnership will
         adopt this provision, as applicable, during fiscal year 2006.
         Management anticipates that the adoption of SFAS No. 154 will have no
         effect on its financial statements.

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

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

     Effective January 1, 2001, the Partnership entered into a plan to dispose
     of the property of Northwind Office Park. The carrying value of the assets
     of Northwind Office Park was $2,235,905 at December 31, 2005, and the
     property generated net income of $68,713 for the year then ended.

     Depreciation expense, not recorded during the disposal periods on Northwind
                                       F-9
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

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

     Office Park amounted to $219,000, $187,000, and $186,000, for the years
     ended December 31, 2005, 2004 and 2003, respectively.

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

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

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

     The Research Triangle Industrial Park West facility has been 100% occupied
     by one tenant for several years. The tenant, whose lease expires on June
     30, 2006, has notified the joint venture that it intends to vacate the
     facility upon the expiration of the lease.

         Summary financial information of the Venture follows:
<TABLE>
<CAPTION>
                            Balance Sheet Information
                            -------------------------
                                                                                              December 31
                                                                                              -----------
                           Assets                                                         2005           2004
                           ------                                                         ----           ----
<S>                                                                                   <C>            <C>
Property, net of accumulated depreciation                                             $ 1,737,281      1,737,281
Cash and equivalents                                                                       27,156             --
Escrow deposits                                                                           780,049        731,672
Other assets                                                                              299,428        241,414
                                                                                      -----------    -----------
                           Total assets                                               $ 2,843,914      2,710,367
                                                                                      ===========    ===========
         Liabilities and Partners' Deficit
         ---------------------------------
Liabilities:
     Mortgage loan payable                                                              4,833,899      4,952,588
     Accounts payable and accrued expenses                                                 22,030         76,804
                                                                                      -----------    -----------
                           Total liabilities                                            4,855,929      5,029,392
                                                                                      -----------    -----------
Partners' deficit:
     The Partnership                                                                     (906,592)    (1,060,097)
     RPILP - VI A                                                                      (1,105,423)    (1,258,928)
                                                                                      -----------    -----------
                           Total partners' deficit                                     (2,012,015)    (2,319,025)
                                                                                      -----------    -----------
                           Total liabilities and partners' deficit                    $ 2,843,914      2,710,367
                                                                                      ===========    ===========
</TABLE>
                                      F-10
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

                   Notes to Consolidated Financial Statements

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

                                                                           Years ended December 31,
                                                                           ------------------------
                                                                         2005       2004        2003
                                                                         ----       ----        ----
<S>                                                                     <C>         <C>        <C>
Income:
     Rental                                                             $988,564    976,950    984,634
     Other                                                                 5,215      1,772      2,231
                                                                        --------   --------   --------

                           Total income                                  993,779    978,722    986,865
                                                                        --------   --------   --------
Expenses:
     Property operations                                                 201,853    254,302    201,803
     Interest                                                            404,365    418,830    427,613
     Administrative:
         Affiliated parties                                               56,845     58,617     59,078
         Other                                                            23,706     44,017     15,965
                                                                        --------   --------   --------

                           Total expenses                                686,769    775,766    704,459
                                                                        --------   --------   --------

                           Net income                                   $307,010    202,956    282,406
                                                                        ========   ========   ========

Allocation of net income:
     The Partnership                                                     153,505    101,478    141,203
     RPILP - VI A                                                        153,505    101,478    141,203
                                                                        --------   --------   --------

                           Total                                        $307,010    202,956    282,406
                                                                        ========   ========   ========

     A reconciliation of the Partnership's investment in Research Triangle
     Industrial Park Joint Venture is as follows:

                                                                            2005          2004            2003
                                                                            ----          ----            ----
Losses in excess of investment at
    beginning of year                                                   $(1,060,097)    (1,161,575)    (1,230,778)
Allocated net income                                                        153,505        101,478        141,203
Distribution from joint venture                                                  --             --        (72,000)
                                                                        -----------    -----------    -----------
Losses in excess of investment at
    end of year                                                         $  (906,592)    (1,060,097)    (1,161,575)
                                                                        ===========    ===========    ===========
</TABLE>






                                      F-11
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

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

     In 1992, the Partnership entered into an agreement with the Adaron Group to
     form the Research Triangle Land Joint Venture. The primary purpose of this
     joint venture is to develop the undeveloped land on the site of Research
     Triangle Industrial Park West. This land was placed into the Land Joint
     Venture by Research Triangle Industrial Park West. The ownership of the
     joint venture is 50% attributable to Adaron Group and 50% to the
     Partnership. The value allocated to the land in this joint venture upon
     acquisition was $412,500. In 2001, a portion of the land was sold for a
     gain of $180,199. The Partnership's remaining investment in the land
     amounted to $108,997 and $111,770 at December 31, 2005 and 2004,
     respectively.

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

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

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

     The Corporate General Partner and its affiliates earn fees, principally for
     property and partnership management and are reimbursed for services
     rendered to the Partnership, as provided for in the partnership agreement.
     A summary of those items follows:
<TABLE>
<CAPTION>
                                                                       2005       2004       2003
                                                                     --------   --------   --------
<S>                                                                  <C>          <C>        <C>
Property management fees based on a percent-
     age (generally 5%) of the rental income                         $ 44,142     51,046     52,666

Reimbursement for cost of services to the Partnership that include
     investor relations, marketing of properties, supplies,
     professional fees, communications, accounting, printing,
     postage and other items                                           80,543     78,974     68,073
                                                                     --------   --------   --------
                                                                     $124,685    130,020    120,739
                                                                     ========   ========   ========
</TABLE>
     In addition to the above, other property specific expenses such as payroll,
     benefits, etc. are charged to property operations on the Partnership's
     consolidated statements of operations. On January 1, 2005, the interest
     rate on related party transactions was adjusted from 11% to 8%. Receivables
     from affiliated parties are payable on demand and bear interest at 8% in
     2005 and 11% in 2004.

     Loan placement fees are paid or accrued to an affiliate of the general
     partners. The fee is calculated at 1% of the mortgage loan amounts. No such
     fees were paid during the years ended December 31, 2005, 2004 and 2003.

                                      F-12
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued


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

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

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

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

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

                           2006                     $   718,319
                           2007                         523,142
                           2008                         337,202
                           2009                          40,036
                           2010                          15,111
                                                    ===========

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

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

     On August 29, 2001, the parties entered into a Stipulation of Settlement
     (the "Settlement"). On October 4, 2001, the Court issued an "Order
     Preliminary Approving Settlement' (the "Hearing Order") and on November 29,
     2001, the Court issued an "Order and Final Judgment Approving Settlement
     and Awarding Fees and Expenses" and dismissing the complaints with
     prejudice. The Settlement provided, among other things, that all of the
     Realmark Partnerships' properties be disposed of. The general partners will
     continue to have primary authority to dispose of Partnerships' properties.
     If either (i) the general partners have not sold or contracted to sell 50%
     of the Partnerships' properties (by value) by April 2, 2002 or (ii) the
     general partners have not sold or contracted to sell 100% of the
     Partnerships' properties by September 29, 2002, then the primary authority
                                      F-13
<PAGE>
              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

              Notes to Consolidated Financial Statements, Continued

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

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

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




































                                      F-14
<PAGE>
                                  Schedule III
                                  ------------

                    REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                       AND SUBSIDIARY
                          Real Estate and Accumulated Depreciation
                                      December 31, 2005
<TABLE>
<CAPTION>
                                                                                       Gross amounts at which
                                 Initial Cost to          Cost                       Carried at Close of period
                                    Partnership       capitalized                    --------------------------
 Property                      -------------------   subsequent to                        Buildings and             Accumulated
Description      Encumbrances   Land     Buildings    acquisition  Retirements    Land    improvements     Total    depreciation
-----------      ------------   ----     ---------    -----------  -----------    ----    ------------     -----    ------------
<S>              <C>            <C>        <C>            <C>      <C>            <C>        <C>          <C>         <C>
Northwind
Office Park
E. Lansing, Ml   $         -    460,515    3,415,895      881,025            -    460,515    4,296,920    4,757,435   2,530,690
                 ===========  =========    =========   ==========   ==========  =========   ==========   ==========  ==========
Research
Triangle JV
Raleigh, NC        4,833,899    750,612    4,920,738      220,216     (412,500)   338,112    5,193,980    5,532,092   3,794,811

Research
Triangle
Land JV
Raleigh, NC                -    412,500            -       20,484     (194,842)   238,142            -      238,142           -
                 -----------  ---------    ---------   ----------   ----------  ---------   ----------   ----------  ----------
                 $ 4,833,899  1,163,112    4,920,738      240,700     (607,342)   576,254    5,193,980    5,770,234   3,794,811
                 ===========  =========    =========   ==========   ==========  =========   ==========   ==========  ==========
</TABLE>
(RESTUBBED TABLE)
<TABLE>
<CAPTION>
                                                      Life
                                                    on which
                                                  depreciation
                                                    in latest
                              Date                 statement of
  Property                     of         Date      operations
 Description              construction  acquired   is computed
 -----------              ------------  --------   -----------
<S>                           <C>          <C>     <C>
Northwind
Office Park
E. Lansing, Ml                1973         12/83       - *
                             =====          ====      ====
Research
Triangle JV
Raleigh, NC                   1983         12/83       - *

Research
Triangle
Land JV
Raleigh, NC                      -          8/92       -
                             =====          ====      ====
</TABLE>
*In accordance with Statement of Financial Accounting Standards No. 144, no
depreciation was recorded during the disposal period, January 1, 2001 through
December 31, 2005.



                                      F-15
<PAGE>
                               Schedule III, Cont.
                               -------------------

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II
                                 AND SUBSIDIARY

                    Real Estate and Accumulated Depreciation
                        December 31, 2005, 2004 and 2003


(1)  Cost for Federal income tax purposes is $4,757,435.

(2)  A reconciliation of the carrying amount of land and buildings as of
     December 31, 2005, 2004 and 2003 follows:
<TABLE>
<CAPTION>
                                                                                  Partnership Properties
                                                                     ----------------------------------------------
                                                                         2005             2004              2003
                                                                         ----             ----              ----
<S>                                                                  <C>                <C>               <C>
     Balance at beginning of year                                    $ 4,746,775        4,733,855         4,708,257
     Additions                                                            10,660           12,920            25,598
                                                                     -----------      -----------       -----------
     Balance at end of year                                          $ 4,757,435        4,746,775         4,733,855
                                                                     ===========      ===========       ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                                  Joint Venture Properties
                                                                     ----------------------------------------------
                                                                         2005             2004              2003
                                                                         ----             ----              ----
<S>                                                                  <C>                <C>               <C>
     Balance at beginning of year                                    $ 5,770,234        5,717,208         5,506,321
     Additions                                                                 -           53,026           210,887
                                                                     -----------      -----------        ----------
     Balance at end of year                                          $ 5,770,234        5,770,234         5,717,208
                                                                     ===========      ===========        ==========
</TABLE>
(3)  A reconciliation of accumulated depreciation for buildings and improvements
     for the years ended December 31, 2005, 2004 and 2003 follows:
<TABLE>
<CAPTION>
                                                                                  Partnership Properties
                                                                     ----------------------------------------------
                                                                         2005             2004              2003
                                                                         ----             ----              ----
<S>                                                                  <C>                <C>               <C>
     Balance at beginning and end of year (4)                        $ 2,530,690        2,530,690         2,530,690
                                                                     ===========       ==========        ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                                  Joint Venture Properties
                                                                     ----------------------------------------------
                                                                       2005               2004              2003
                                                                       ----               ----              ----
<S>                                                                  <C>                <C>               <C>
     Balance at beginning and end of year (4)                        $ 3,794,811        3,794,811         3,794,811
                                                                     ===========       ==========        ==========
</TABLE>
(4)  Balance applies entirely to buildings and improvements.





                                      F-16