FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                Quarterly Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For the Quarter Ended                                Commission File Number
September 30, 1998                                          0-11909


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

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

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

Registrant's Telephone Number:      (716) 636-0280


Indicate by a check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No_____
                                             ---
Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-Q or any
amendment to this Form 10-Q. (X)

As of September 30, 1998, the issuer had 10,000 units of limited partnership
interest outstanding.


<PAGE>
<TABLE>
<CAPTION>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
               --------------------------------------------------

                                      INDEX
                                      -----



                                                                                      PAGE NO.
                                                                                      --------
<S>                                                                               <C>    
PART I:  FINANCIAL INFORMATION
------   ---------------------

                  Balance Sheets -
                           September 30, 1998 and December 31, 1997                     3

                  Statements of Operations -
                           Three Months Ended September 30, 1998 and 1997               4

                  Statements of Operations -
                           Nine Months Ended September 30, 1998 and 1997                5

                  Statements of Cash Flows -
                           Nine Months Ended September 30, 1998 and 1997                6

                  Statements of Partners' (Deficit) -
                           Nine Months Ended September 30, 1998 and 1997                7

                  Notes to Financial Statements                                       8 - 21


PART II: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-------  FINANCIAL CONDITION AND RESULTS OF OPERATIONS                               22 - 24
         ---------------------------------------------

</TABLE>

                                       -2-

<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
                                 BALANCE SHEETS
                    September 30, 1998 and December 31, 1997
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   September 30,             December 31,
                                                                       1998                      1997
                                                                       ----                      ----
<S>                                                                     <C>                       <C>      
ASSETS
------

Property, at cost:
     Land                                                               $ 848,015                 $ 848,015
     Buildings and improvements                                         8,923,273                 8,923,273
     Furniture and fixtures                                               425,000                   425,000
                                                                  ----------------         -----------------
                                                                       10,196,288                10,196,288
     Less accumulated depreciation                                      5,722,120                 5,396,130
                                                                  ----------------         -----------------
          Property, net                                                 4,474,168                 4,800,158

Cash                                                                      847,140                         -
Cash - security deposits                                                   73,214                    70,895
Escrow deposits                                                           720,000                   277,566
Accounts receivable, net of allowance for doubtful
     accounts of $87,694 and $49,139, respectively                         17,006                     2,846
Mortgage costs, net of accumulated
     amortization of $103,150 and $96,854                                 254,505                   242,460
Leasing commissions, net of accumulated amortization
     of $6,157 and $5,117                                                   2,042                     3,082
Other assets                                                                  483                    23,172
                                                                  ----------------         -----------------

           Total Assets                                               $ 6,388,558               $ 5,420,179
                                                                  ================         =================

LIABILITIES AND PARTNERS' (DEFICIT)
----------------------------------

Liabilities:
     Cash overdraft                                                   $         -              $    151,190
     Mortgages payable                                                  6,780,255                 5,343,052
     Accounts payable and accrued expenses                                845,345                   457,535
     Account payable - affiliates                                          82,129                    76,669
     Accrued interest                                                      46,648                    40,427
     Security deposits and prepaid rents                                  118,121                    70,884
                                                                  ----------------         -----------------
           Total Liabilities                                            7,872,498                 6,139,757
                                                                  ----------------         -----------------

Losses of unconsolidated joint ventures
     in excess of investment                                              901,762                   720,743
                                                                  ----------------         -----------------

Minority interest in consolidated
     joint venture                                                       (232,110)                  375,901
                                                                  ----------------         -----------------

Partners' (Deficit):
     General partners                                                    (225,363)                 (215,242)
     Limited partners                                                  (1,928,228)               (1,600,980)
                                                                  ----------------         -----------------
          Total Partners' (Deficit)                                    (2,153,592)               (1,816,222)
                                                                  ----------------         -----------------

          Total Liabilities and Partners' (Deficit)                   $ 6,388,558               $ 5,420,179
                                                                  ================         =================
</TABLE>

                        See notes to financial statements

                                       -3-
<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
               --------------------------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                 Three Months Ended September 30, 1998 and 1997
                 ----------------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                           Three Months                 Three Months
                                                                              Ended                        Ended
                                                                          September 30,                September 30,
                                                                               1998                         1997
                                                                               ----                         ----
<S>                                                                            <C>                          <C>      
Income:
     Rental                                                                    $ 446,941                    $ 494,733
     Interest and other income                                                    20,584                       (4,200)
                                                                          ---------------              ---------------
     Total income                                                                467,525                      490,533
                                                                          ---------------              ---------------

Expenses:
     Property operations                                                         491,081                      246,732
     Interest                                                                    171,037                      122,228
     Depreciation and amortization                                               356,457                       47,408
     Administrative:
          Paid to affiliates                                                      43,833                       24,585
          Other                                                                   82,103                       33,712
                                                                          ---------------              ---------------
     Total expenses                                                            1,144,511                      474,665
                                                                          ---------------              ---------------

(Loss) income before allocated (loss) income from joint
     venture and loss (income) allocated to minority interest                   (676,986)                      15,868

Allocated (loss) income from joint venture                                       (13,575)                      97,489

Loss (income) allocated to minority interest                                     447,530                      (64,008)
                                                                          ---------------              ---------------

Net (loss) income                                                             $ (243,031)                    $ 49,349
                                                                          ===============              ===============

(Loss) income per limited partnership unit                                    $   (23.57)                    $   4.79
                                                                          ===============              ===============

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

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

</TABLE>

                        See notes to financial statements

                                       -4-

<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
               --------------------------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                  Nine Months Ended September 30, 1998 and 1997
                  ---------------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    Nine Months              Nine Months
                                                                       Ended                    Ended
                                                                   September 30,            September 30,
                                                                       1998                      1997
                                                                       ----                      ----
<S>                                                                   <C>                       <C>        
Income:
     Rental                                                           $ 1,398,341               $ 1,412,035
     Interest and other income                                             80,750                    42,726
                                                                  ----------------         -----------------
     Total income                                                       1,479,091                 1,454,761
                                                                  ----------------         -----------------

Expenses:
     Property operations                                                1,115,697                   615,013
     Interest                                                             422,169                   370,929
     Depreciation and amortization                                        587,725                   144,133
     Administrative:
          Paid to affiliates                                              128,662                   131,171
          Other                                                           239,200                   154,135
                                                                  ----------------         -----------------
     Total expenses                                                     2,493,453                 1,415,381
                                                                  ----------------         -----------------

(Loss) income before allocated income from joint venture
     and loss (income) allocated to minority interest                  (1,014,362)                   39,380

Allocated income from joint venture                                        68,982                    93,951

Loss (income) allocated to minority interest                              608,011                  (200,210)
                                                                  ----------------         -----------------

Net loss                                                               $ (337,370)                $ (66,879)
                                                                  ================         =================

Loss per limited partnership unit                                      $   (32.72)                $   (6.49)
                                                                  ================         =================

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

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

</TABLE>

                        See notes to financial statements

                                       -5-

<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
                            STATEMENTS OF CASH FLOWS
                  Nine Months Ended September 30, 1998 and 1997
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                    Nine Months              Nine Months
                                                                       Ended                    Ended
                                                                   September 30,            September 30,
                                                                       1998                      1997
                                                                       ----                      ----
<S>                                                                    <C>                        <C>       
Cash flow from operating activities:
     Net loss                                                          $ (337,370)                $ (66,879)

Adjustments to reconcile net loss to net cash
    (used in) operating activities:
     Depreciation and amortization                                        587,725                   144,133
     Income from joint venture                                            (68,982)                  (93,951)
     Minority interest share of net (loss) income                        (608,011)                  200,210
Changes in operating assets and liabilities:
     Cash - security deposits                                              (2,319)                  (19,785)
     Escrow deposits                                                     (442,434)                 (110,700)
     Accounts receivable                                                  (14,160)                   (5,250)
     Leasing commissions                                                        -                         -
     Other assets                                                          22,689                    11,998
     Accounts payable and accrued expenses                                387,810                   (60,232)
     Accrued interest                                                       6,221                    (8,331)
     Security deposits and prepaid rents                                   47,237                     1,075
                                                                  ----------------         -----------------
Net cash (used in) operating activities                                  (421,593)                   (7,712)
                                                                  ----------------         -----------------

Cash flow from investing activities:
     Distributions from joint venture                                     250,000                         -
                                                                  ----------------         -----------------
Net cash provided by investing activities                                 250,000                         -
                                                                  ----------------         -----------------

Cash flows from financing activities:
     Cash overdraft                                                      (151,190)                  103,832
     Accounts payable - affiliates                                          5,460                    10,936
     Principal payments on mortgages and notes                          1,437,203                  (116,276)
     Mortgage costs                                                      (272,740)                    2,099
                                                                  ----------------         -----------------
Net cash (used in) provided by financing activities                     1,018,733                       591
                                                                  ----------------         -----------------

Decrease in cash                                                          847,140                    (7,121)

Cash - beginning of period                                                      -                     7,121
                                                                  ----------------         -----------------

Cash - end of period                                                    $ 847,140                       $ -
                                                                  ================         =================


Supplemental Disclosure of Cash Flow Information:
     Cash paid for interest                                             $ 415,948                 $ 379,260
                                                                  ================         =================

</TABLE>
                        See notes to financial statements

                                       -6-



<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
               --------------------------------------------------
                        STATEMENTS OF PARTNERS' (DEFICIT)
                        ---------------------------------
                  Nine Months Ended September 30, 1998 and 1997
                  ---------------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                General                       Limited Partners
                                                               Partners
                                                                Amount                 Units                   Amount
                                                                ------                 -----                   ------
<S>                                                               <C>                      <C>                <C>          
Balance, January 1, 1997                                          $ (210,366)              10,000             $ (1,443,328)

Net loss                                                              (2,006)                   -                  (64,873)
                                                           ------------------      ---------------        -----------------

Balance, September 30, 1997                                       $ (212,372)              10,000             $ (1,508,201)
                                                           ==================      ===============        =================




Balance, January 1, 1998                                          $ (215,242)              10,000             $ (1,600,980)

Net income                                                           (10,121)                   -                 (327,248)
                                                           ------------------      ---------------        -----------------

Balance, September 30, 1998                                       $ (225,363)              10,000             $ (1,928,228)
                                                           ==================      ===============        =================
</TABLE>



                        See notes to financial statements

                                       -7-


<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
               --------------------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                  Nine Months Ended September 30, 1998 and 1997
                  ---------------------------------------------
                                   (Unaudited)


1.      GENERAL PARTNER'S DISCLOSURE
        ----------------------------

        In the opinion of the General Partners of Realmark Property Investors
        Limited Partnership II, all adjustments necessary for the fair
        presentation of the Partnership's financial position, results of
        operations, and changes in cash flows for the nine months ended
        September 30, 1998 and 1997 have been made in the financial statements.
        The financial statements are unaudited and subject to any year-end
        adjustments which may be necessary.

2.      FORMATION AND OPERATION OF PARTNERSHIP
        --------------------------------------

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

        In September 1982, the Partnership commenced the public offering of
        units of limited partnership interest. Other than matters relating to
        organization, it had no business activities and, accordingly, had not
        incurred any expenses or earned any income until the first interim
        closing (minimum closing) of the offering which occurred January 31,
        1983. All items of income and expense arose subsequent to this date. On
        August 31, 1983, the offering was concluded, at which time 10,000 units
        of limited partnership interest were outstanding. The General Partners
        are Realmark Properties, Inc., a Delaware corporation, the corporate
        General Partner, and Mr. Joseph M. Jayson, the individual General
        Partner. Joseph M. Jayson is the sole shareholder of J.M. Jayson &
        Company, Inc. (JMJ) and Realmark Properties, Inc. is a wholly-owned
        subsidiary of J.M. Jayson & Company, Inc.

        Under the Partnership agreement, the General Partners and affiliates can
        receive compensation for services rendered and reimbursement for
        expenses incurred on behalf of the Partnership.

                                       -8-


<PAGE>

        FORMATION AND OPERATION OF PARTNERSHIP (CONTINUED)
        -------------------------------------------------

        Net income or loss arising from the sale or refinancing shall be
        distributed first to the limited partners in an amount equivalent to a
        7% return on the average of their adjusted capital contributions, then
        in an amount equal to their capital contributions, then an amount equal
        to an additional 5% of the average of their adjusted capital
        contributions after the general partners receive a disposition fee, then
        to all partners in an amount equal to their respective positive capital
        balances, and finally, in the ratio of 86% to the limited partners and
        14% to the general partners.

        Partnership income or loss not arising from sale or refinancing shall be
        allocated 97% to the limited partners and 3% to the general partners.


3.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        ------------------------------------------

        Use of estimates
        ----------------

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

        Cash
        ----

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

        Cash - security deposits
        ------------------------

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

        Investment in unconsolidated joint ventures
        -------------------------------------------

        The Partnership's investment in Research Triangle Industrial Park West
        Associates Joint Venture and Research Triangle Land Joint Venture are
        unconsolidated joint ventures which are accounted for on the equity
        method.


                                       -9-


<PAGE>

        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
        -----------------------------------------------------

        Property and depreciation
        -------------------------

        Depreciation is provided using the straight-line method over the
        estimated useful lives of the respective assets. Expenditures for
        maintenance and repairs are expensed as incurred, and major renewals and
        betterments are capitalized. The Accelerated Cost Recovery System are
        used to calculate depreciation expense for tax purposes.

        Minority interest in consolidated joint venture
        -----------------------------------------------

        The minority interest in a consolidated joint venture is stated at the
        amount of capital contributed by the minority investor adjusted for its
        share of joint venture losses.

        Rental income
        -------------

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

        Escrow deposits
        ---------------

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

        Mortgage costs
        --------------

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


4.      ACQUISITION AND DISPOSITION OF RENTAL PROPERTY
        ----------------------------------------------

        In January 1984 the Partnership acquired a 120 unit apartment complex
        (Colony of Kettering) located in Kettering, Ohio for a purchase price of
        $2,769,650, which included $197,032 in acquisition fees. The property
        was sold in December 1986 for $3,850,000 which generated a total net
        gain for financial statement purposes of $1,482,290. For income tax
        purposes, the gain is being recognized under the installment method.


                                      -10-
<PAGE>

        ACQUISITION AND DISPOSITION OF RENTAL PROPERTY  (CONTINUED)
        ----------------------------------------------------------

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

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

        In July of 1996, the Partnership entered into a plan to dispose of the
        property, plant and equipment of Foxhunt Apartments with a carrying
        amount of $2,886,577. Management has determined that a sale of the
        property is in the best interest of the investors. As of September 30,
        1997, the agreement, with an anticipated sales price of $7.4 million,
        was canceled by the buyer. The Partnership has not entered into any
        other agreements since.

        Financial Accounting Standards Statement No. 121, Accounting for the
        Impairment of Long-lived Assets and for Long-lived Assets to be Disposed
        Of (the "Statement") requires that assets to be disposed of be recorded
        at the lower of carrying value or fair value, less costs to sell. The
        Statement also requires that such assets not be depreciated during the
        disposal period, as the assets will be recovered through sale rather
        than through operations. In accordance with this Statement, the
        long-lived assets of the Partnership, classified as held for sale on the
        balance sheet, are recorded at the carrying amount which is the lower of
        carrying value or fair value less costs to sell, and have not been
        depreciated during the disposal period. Depreciation expense, not
        recorded during the disposal period, for the nine months ended September
        30, 1997 totaled approximately $93,000.


5.      INVESTMENT IN JOINT VENTURES
        ----------------------------

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


                                      -11-
<PAGE>

        INVESTMENT IN JOINT VENTURES (CONTINUED)
        ---------------------------------------

        The initial phase of development, which was sold in June 1987, consisted
        of two buildings: a 101,000 square foot office/distribution building and
        a 42,000 square foot office building. The purchaser of the property was
        not affiliated with either joint venture partner. The Partnership
        received approximately $2,300,000 in proceeds from the sale, and in July
        1987 these proceeds were distributed to the limited partners.

        On August 20, 1992 Realmark Property Investors Limited Partnership VI-A
        (RPILP VI-A) purchased Adaron's Joint Venture interest, acquiring
        substantially all of the rights previously held by Adaron. Ownership of
        the Joint Venture is now divided equally between the Partnership and
        RPILP VI-A. The original Joint Venture agreement provided that the
        Partnership be allocated 95% of any income or loss incurred during phase
        I, while the most recent agreement provides for the allocation of 50% of
        any income or loss from phase II to both the Partnership and RPILP VI-A.

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

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

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



                                      -12-


<PAGE>

        INVESTMENT IN JOINT VENTURES (CONTINUED)
        ---------------------------------------

        On August 20, 1992, the Partnership entered into an agreement with
        Adaron Group to form the Research Triangle Land Joint Venture. The
        primary purpose of this joint venture is to develop land on the site of
        Research Triangle. 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 is shown at cost of
        $412,500. This joint venture had no operations and limited expenses,
        including real estate taxes and insurance expense, for the nine month
        periods ended September 30, 1998 or 1997.

        A summary of the combined assets, liabilities and equity of the joint
        venture as of September 30, 1998 and December 31, 1997, and the results
        of its operations for the nine month periods ended September 30, 1998
        and 1997 are as follows:




                                      -13-


<PAGE>
                RESEARCH TRIANGLE INDUSTRIAL PARK JOINT VENTURES
                ------------------------------------------------
                                 BALANCE SHEETS
                                 --------------
                    September 30, 1998 and December 31, 1997
                    ----------------------------------------
<TABLE>
<CAPTION>


                                                                          September 30,                 December 31,
                                                                               1998                         1997
                                                                               ----                         ----
<S>                                                                            <C>                        <C>        
ASSETS
------

Cash and cash equivalents                                                      $ 249,115                  $ 1,127,231
Property, net of accumulated depreciation                                      1,707,705                    1,798,721
Other assets                                                                   1,357,721                      649,541
                                                                          ---------------              ---------------

                 Total Assets                                                $ 3,314,541                  $ 3,575,493
                                                                          ===============              ===============


LIABILITIES AND PARTNERS' (DEFICIT)
----------------------------------

Liabilities:
     Notes payable                                                           $ 5,518,887                  $ 5,558,723
     Accounts payable - affiliates                                                 5,341                            -
     Accounts payable and accrued expenses                                       225,649                       90,069
                                                                          ---------------              ---------------
                 Total Liabilities                                             5,749,877                    5,648,792
                                                                          ---------------              ---------------

Partners' (Deficit):
     General partners                                                         (1,317,084)                  (1,136,064)
     Other investors                                                          (1,118,253)                    (937,235)
                                                                          ---------------              ---------------
                Total Partners' (Deficit)                                     (2,435,336)                  (2,073,299)
                                                                          ---------------              ---------------

                Total Liabilities and Partners' (Deficit)                    $ 3,314,541                  $ 3,575,493
                                                                          ===============              ===============


</TABLE>


                                      -14-

<PAGE>
                RESEARCH TRIANGLE INDUSTRIAL PARK JOINT VENTURES
                ------------------------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                  Nine Months Ended September 30, 1998 and 1997
                  ---------------------------------------------
<TABLE>
<CAPTION>

                                                                           Nine Months                  Nine Months
                                                                              Ended                        Ended
                                                                          September 30,                September 30,
                                                                               1998                         1997
                                                                               ----                         ----
<S>                                                                            <C>                          <C>      
Income:
     Rental                                                                    $ 796,401                    $ 915,475
     Interest and other income                                                       590                       34,551
                                                                          ---------------              ---------------
     Total income                                                                796,991                      950,026
                                                                          ---------------              ---------------

Expenses:
     Property operations                                                         132,846                       46,554
     Interest                                                                    344,346                      311,807
     Depreciation and amortization                                               113,643                      341,602
     Administrative                                                               68,193                       62,161
                                                                          ---------------              ---------------
     Total expenses                                                              659,028                      762,124
                                                                          ---------------              ---------------

Net income                                                                     $ 137,963                    $ 187,902
                                                                          ===============              ===============



Allocation of net income:
     The Partnership                                                            $ 68,982                     $ 93,951
     RPILP II                                                                     68,981                       93,951
                                                                          ---------------              ---------------

                                                                               $ 137,963                    $ 187,902
                                                                          ===============              ===============

</TABLE>

A reconciliation of the investments in Research Triangle Industrial Park Joint
Ventures:
<TABLE>
<CAPTION>
<S>                                                                           <C>        
Investment in Joint Venture at beginning of period                            $ (937,234)
Distributions                                                                   (250,000)
Allocated income                                                                  68,982
                                                                          ---------------

Investment in Joint Venture at end of period                                $ (1,118,253)
                                                                          ===============
</TABLE>

                                      -15-

<PAGE>

INVESTMENT IN JOINT VENTURES (CONTINUED)
----------------------------------------

        On September 27, 1991 the Partnership entered into an agreement to form
        a joint venture with Realmark Property Investors Limited Partnership
        VI-A (RPILP VI-A) and Realmark Property Investors Limited Partnership
        VI-B (RPILP VI-B). The joint venture was formed for the purpose of
        operating the Foxhunt Apartment complex owned by the Partnership. Under
        the terms of the agreement, RPILP VI-A contributed $390,000 and RPILP
        VI-B $1,041,568 to buy out the promissory note on the property. The
        Partnership contributed the property net of the first mortgage.

        The original joint venture agreement provided that any income, loss,
        gain, cash flow, or sale proceeds be allocated 63.14% to the
        Partnership, 10.04% to RPILP VI-A and 26.82% to RPILP VI-B. On April 1,
        1992, utilizing proceeds from a mortgage refinancing, the Partnership
        bought out RPILP VI-A's interest and decreased RPILP VI-B's ownership
        interest to 11.5%. The net loss of the joint venture from the date of
        inception through September 30, 1998 has been allocated to the minority
        interests in accordance with the agreements and has been recorded as a
        reduction of their capital contributions.

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

        Balance, January 1, 1998                                   $  375,901   
        Allocated loss                                               (608,011)  
                                                                   ----------   
        Balance, September 30, 1998                                $(232,110)   
                                                                   ==========   
        


6.      MORTGAGES PAYABLE
        -----------------

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

        A mortgage with a balance of $524,233 and $598,718 at September 30, 1998
        and 1997, respectively, bearing interest at 9.75%. The mortgage provides
        for annual principal and interest payments of $147,660, payable in equal
        monthly installments with the remaining balance due December 2002.

        A mortgage with a balance of $256,022 and $293,798 at September 30, 1998
        and 1997, respectively, bearing interest at 9.00%. The mortgage provides
        for annual principal and interest payments of $57,936, payable in equal
        monthly installments with the remaining balance originally due September
        1995. The Partnership has not been granted an extension and therefore
        the loan is currently callable on demand.



                                      -16-
<PAGE>

        MORTGAGES PAYABLE (CONTINUED)
        ----------------------------

        Foxhunt Apartments

        A mortgage with a principal balance of $6,000,000 and a two year term in
        which interest only payments are to be made at a rate equivalent to 350
        basis points over the thirty-day LIBOR rate (9.1875% at September 30,
        1998). The loan may at any time during the two years be converted to a
        thirty year fixed mortgage.

        A mortgage with a balance of $0 and $4,506,071 at September 30, 1998 and
        1997, respectively, bearing interest at 9.00%. Annual principal and
        interest payments of $436,296 were due in equal monthly installments
        until maturity in March 2027. The mortgage on this property was
        refinanced during July 1998 and as a result this mortgage was paid in
        full. No significant gain or loss on the refinancing occurred.

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

         Year                                            Amount
         ----                                            ------

         1998                                        $      310,766
         1999                                                54,745
         2000                                             6,060,000
         2001                                                65,000
         2002                                               289,744
         Thereafter                                               0
                                                     --------------

         TOTAL                                       $    6,780,255
                                                     ==============


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


                                      -17-
<PAGE>

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

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

        The fair value of the mortgages payable of Northwind, with total
        carrying values of $780,255, cannot be determined because it is
        uncertain if comparable mortgages could be obtained in the current
        market due to the poor occupancy at Northwind. The fair value of the
        mortgage payable of Foxhunt, with a carrying value of $6,000,000, is
        believed to approximate its carrying value since a new mortgage was
        obtained in July 1998.

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

        Management fees for the management of Partnership properties are paid to
        an affiliate of the General Partner. The management agreement provides
        for 5% of gross monthly rental receipts of the complex to be paid as
        fees for administering the operations of the property. These fees
        totaled $72,077 and $66,594 for the nine months ended September 30, 1998
        and 1997, respectively.

        According to the terms of the Partnership agreement, the general
        partners are entitled to receive a Partnership management fee equal to
        7% of net cash flow (as defined in the Partnership agreement), 2% of
        which is subordinated to the limited partners having received an annual
        cash return equal to 7% of their adjusted capital contributions. No such
        fee has been paid or accrued by the Partnership for the nine months
        ended September 30, 1998 and 1997.

        Accounts payable - affiliates amounted to $82,129 and $10,935 at
        September 30, 1998 and 1997, respectively. This balance is accruing
        interest at the rate of 11% per annum and is payable on demand.

        Computer service charges for the Partnership are paid or accrued to an
        affiliate of the General Partner. The fee is based upon the number of
        apartment units and totaled $3,420 for both the nine months ended
        September 30, 1998 and 1997, respectively.

                                      -18-


<PAGE>

        RELATED PARTY TRANSACTIONS (CONTINUED)
        -------------------------------------

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

        The general partners are also allowed to collect a property disposition
        fee upon the 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. Fees earned on the sale of Colony
        of Kettering and Research Phase I are approximately $115,500 and
        $315,000, respectively. These amounts will not be recorded as
        Partnership liabilities until such time as payment becomes probable.

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

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

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


                                      -19-


<PAGE>

        INCOME TAXES (CONTINUED)
        -----------------------

        The reconciliation of net loss for the nine month periods ended
        September 30, 1998 and 1997 as reported in the statements of operations,
        and as would be reported for tax purposes respectively, is as follows:
<TABLE>
<CAPTION>

                                                             September 30,             September 30,            
                                                                 1998                       1997                
                                                                 ----                       ----                
<S>                                                          <C>                        <C>            
        Net loss -                                                                                              
             Statement of operations                         $  (337,370)               $   (  66,879)          
        (Add to)  deduct from:                                                                                  
             Difference in depreciation                           86,250                    (  59,000)          
             Difference in amortization of                                                                      
             loan discount                                             -                            -           
             Allowance for doubtful accounts                    ( 50,000)                      20,000           
             Other                                              ( 94,000)                           -           
             Difference in depreciation -                                                                       
             Joint Ventures                                       51,000                       87,000           
                                                             -----------               --------------           
                                                                                                                
        Net (loss) for tax purposes                          $  (344,120)                $  (  18,879)          
                                                             ===========               ==============           
        
</TABLE>

                                      -20-


<PAGE>

        INCOME TAXES (CONTINUED)
        -----------------------

        The reconciliation of partner's (deficit) at September 30, 1998 and
        December 31, 1997 as reported in the balance sheets,
        and as reported for tax purposes, is as follows:
<TABLE>
<CAPTION>

                                                    September 30,                  December 31,               
                                                       1998                           1997                    
                                                       ----                           ----                    
<S>                                                  <C>                         <C>                          
        Partner's (Deficit) - balance sheet          $  (2,153,592)              $ (1,816,222)                
          Add to (deduct from):                                                                               
               Accumulated difference in                                                                      
               depreciation                             (3,625,970)                (3,712,220)                
               Accumulated amortization                                                                       
               of discounts on mortgage                                                                       
               payables                                  1,208,424                  1,208,424                 
               Syndication fees                          1,133,176                  1,133,176                 
               Gain on sale of property                 (  561,147)                (  561,147)                
               Allowance for doubtful accounts            (  4,259)                    45,741                 
               Other                                    (  322,298)                (  228,298)                
               Difference in Investment                                                                       
               in Joint Venture                            698,808                    647,808                 
                                                    --------------               ------------                 
                                                                                                              
          Partner's (Deficit) - tax return            $ (3,626,858)              $ (3,282,738)                
                                                    ==============               ============                 
</TABLE>

                                      -21-


<PAGE>

PART II:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          ---------------------------------------------------------------
          RESULTS OF OPERATIONS
          ---------------------

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

The Partnership continued to operate with a net loss for the nine month period
ended September 30, 1998. Rental income has been fairly consistent when compared
to the previous year. Management continues to put forth great effort to increase
both occupancies and collections. Controlling expenses through closer monitoring
of payroll, maintenance expenses and other operating expenses, which increased
significantly between the nine month periods ended June 30, 1998 and 1997
continues to be the major focus of management. Research Triangle Office Complex
has maintained stable, if not increased, occupancy, while Northwind Office Park
continues, as in the prior year, to struggle with lower than expected
occupancies. Foxhunt Apartments experienced a decrease in occupancy during the
quarter ended September 30, 1998, but management feels with the new financing in
place and escrow dollars set aside for capital improvements, that the property's
occupancy should now begin to increase again due to physical improvements being
done at the property. The General Partners continue to send out packages to
lenders to refinance the Northwind property at a lower interest rate than is
currently being paid, but with the low occupancy, there is no guaranty that they
will be successful. Management also continues to market the properties in the
Partnership for sale through the use of major media sources, such as the Wall
Street Journal, but it is believed that occupancies must be stabilized and
physical improvements must be completed to both Foxhunt and Northwind to
otherwise enhance the value of the portfolio for both the possible refinancing
or sale of properties.

The Partnership made no distributions during the nine month periods ended
September 30, 1998 or 1997, and the General Partner does not anticipate making
any distributions until the cash flow from the properties improves and necessary
capital improvements to the properties have been completed.

The General Partners successfully refinanced the mortgage on Foxhunt Apartments
in July 1998. The new mortgage calls for interest only payments for two years,
so management feels the additional cash flow from not making principal payments
will help the Partnership complete the needed capital improvements at the
properties.



                                      -22-


<PAGE>

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

For the quarter ended September 30, 1998, the Partnership's net loss reported
was $243,031 or $23.57 per limited partnership unit. Much of the loss incurred
during this quarter was the result of a large write-off of mortgage acquisition
costs upon the refinancing of Foxhunt Apartments (i.e., the previously
capitalized costs upon originally financing the property were fully written off
and the new costs were capitalized); the write-off amounted to in excess of
$240,000. Net income for the quarter ended September 30, 1997 amounted to
$49,349 or $4.79 per unit. For the nine month period ended September 30, 1998,
the net loss was $337,370 or $32.72 per limited partnership unit as compared to
$66,879 or $6.49 per limited partnership unit for the nine month period ended
September 30, 1997.

Partnership revenue for the quarter ended September 30, 1998 totaled $467,525, a
decrease of slightly over $23,000 from the 1997 amount of $490,533. Total rental
revenue decreased almost $48,000, while interest and other income increased
almost $25,000. The decrease in rental revenue during the quarter can be
primarily attributed to decreased economic occupancy levels at Foxhunt
Apartments. Research Triangle Industrial Park continues to add financial
strength to the Partnership as it maintains high occupancy due to the demand in
its location for commercial office space. For the nine month period ended
September 30, 1998, Partnership revenue totaled $1,479,091 as compared to
$1,454,761 for the same period in the previous year.

For the quarter ended September 30, 1998, Partnership expenses amounted to
$1,144,511, increasing by in excess of $669,000 from the 1997 quarter amount.
Much of the large increase can be attributed to 1) a substantial increase in
depreciation between the two periods; due to accounting pronouncements which
exist, depreciation was halted during the period in 1997 when a sales contract
existed on Foxhunt Apartments; and 2) the increased amortization expense
recorded upon the refinancing of Foxhunt Apartments, as described previously.
For the nine month period ended September 30, 1998, Partnership expenses
increased by over $1,000,000 from the same period in 1997. Again, a major
portion of this increase is attributed to an increase in depreciation and
amortization between the two periods. A large increase in property operations
expenditures should also be noted; as was noted last quarter, increases were
incurred in payroll and related expenses and repairs and maintenance at the
Foxhunt Apartments. The increase in repairs and maintenance items is
attributable to increased improvements being done at the property, mostly in the
form of new carpeting and appliances. Administrative expenses for the quarter
ended September 30, 1998 increased over $82,000 from the nine months in the
previous year; specifically, an increase in advertising expense for Northwind in
an attempt to increase occupancy made up almost 23% of this increase.



                                      -23-


<PAGE>

Results of Operations  (continued):
---------------------------------

The Research Triangle Industrial Park Joint Venture generated net income of
$137,963 for the nine month period ended September 30, 1998 with 50% or $68,982
of the income allocated to each joint venturer. The joint venture generated net
income of $187,902 for the nine month period ended September 30, 1997 with
one-half being allocated to each venturer.

For the nine months ended September 30, 1998, the Partnership generated a tax
loss of $344,120 or $33.38 per limited partnership unit. The tax loss for the
first nine months of 1997 totaled $18,879 or $1.83 per unit.






                                      -24-

<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
               --------------------------------------------------


                                     PART II
                                     -------

                                OTHER INFORMATION
                                -----------------


Item 1 - Legal Proceedings
--------------------------

The Partnership is not a party to, nor are any of the Partnership's properties
subject to any material pending legal proceedings other than ordinary, routine
litigation incidental to the Partnership's business.

Items 2, 3, 4 and 5
-------------------

Not applicable.

Item 6 - Exhibits and reports on Form 8-K
-----------------------------------------

None.



                                      -25-
<PAGE>
                                   SIGNATURES
                                   ----------

Pursuant to the requirements 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                               November 12, 1998
         ----------------------                               -----------------
         Joseph M. Jayson,                                    Date
         Individual General Partner



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed 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                               November 12, 1998
         ----------------------                               -----------------
         Joseph M. Jayson,                                    Date
         President and Director




         /s/   Michael J. Colmerauer                          November 12, 1998
         ---------------------------                          -----------------
         Michael J. Colmerauer                                Date
         Secretary


                                      -26-