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, 1996                                          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 March 31,  1997,  the  issuer  had  10,000  units of  limited  partnership
interest outstanding.



<PAGE>



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

                                      INDEX
                                      -----



                                                                        PAGE NO.
                                                                        --------
PART I:  FINANCIAL INFORMATION
-------  ---------------------

                  Balance Sheets -
                           March 31, 1997 and December 31, 1996             3

                  Statements of Operations -
                           Three Months Ended March 31, 1997 and 1996       4

                  Statements of Cash Flows -
                           Three Months Ended March 31, 1997 and 1996       5

                  Statements of Partners' (Deficit) -
                           Three Months Ended March 31, 1997 and 1996       6

                  Notes to Financial Statements                          7 - 17


PART II: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF
                  ----------------------------------
                  OPERATIONS                                            18 - 19
                  ----------
















                                       -2-

<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
                                 BALANCE SHEETS
                      March 31, 1997 and December 31, 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                          March 31,    December 31,
                                                            1997           1996
                                                            ----           ----
<S>                                                    <C>             <C>   
ASSETS

Property, at cost:
     Land                                              $    848,015    $    848,015
     Buildings and improvements                           8,907,138       8,907,138
     Furniture and fixtures                                 425,000         425,000
                                                       ------------    ------------
                                                         10,180,153      10,180,153
     Less accumulated depreciation                        5,032,308       4,987,317
                                                       ------------    ------------
          Property, net                                   5,147,845       5,192,836

Cash                                                           --             7,721
Cash - security deposits                                     69,572          50,510
Escrow deposits                                             312,326         259,109
Accounts receivable, net of allowance for doubtful
     accounts of $125,129 and $125,129, respectively          9,764           6,423
Accounts receivable - affiliates                               --              --
Mortgage costs, net of accumulated
     amortization of $90,558 and $89,944                    251,838         253,937
Other assets                                                 30,582          36,120
                                                       ------------    ------------

           Total Assets                                $  5,821,927    $  5,806,656
                                                       ============    ============

LIABILITIES AND PARTNERS' (DEFICIT)

Liabilities:
     Cash overdraft                                    $    170,907    $       --
     Mortgages payable                                    5,478,964       5,514,863
     Accounts payable and accrued expenses                  351,441         526,132
     Accrued interest                                        49,255          49,080
     Security deposits and prepaid rents                    101,383          81,779
                                                       ------------    ------------
           Total Liabilities                              6,151,950       6,171,854
                                                       ------------    ------------

Losses of unconsolidated joint ventures
     in excess of investment                                918,987         917,376
                                                       ------------    ------------

Minority interest in consolidated
     joint venture                                          447,034         371,120
                                                       ------------    ------------

Partners' (Deficit):
     General partners                                      (211,637)       (210,366)
     Limited partners                                    (1,484,407)     (1,443,328)
                                                       ------------    ------------
          Total Partners' (Deficit)                      (1,696,044)     (1,653,694)
                                                       ------------    ------------

          Total Liabilities and Partners' (Deficit)    $  5,821,927    $  5,806,656
                                                       ============    ============

</TABLE>

                        See notes to financial statements

                                       -3-

<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
                            STATEMENTS OF OPERATIONS
                   Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)

                                                       Three Months Three Months
                                                            Ended       Ended
                                                          March 31,   March 31,
                                                            1997         1996
                                                            ----         ----

Income:
     Rental                                              $ 472,033    $ 438,606
     Interest and other income                              11,608       26,448
                                                         ---------    ---------
     Total income                                          483,641      465,054
                                                         ---------    ---------

Expenses:
     Property operations                                   194,394      277,821
     Interest                                              124,748      128,219
     Depreciation and amortization                          47,091       98,831
     Administrative:
          Paid to affiliates                                39,418       24,007
          Other                                             42,816       49,404
                                                         ---------    ---------
     Total expenses                                        448,467      578,282
                                                         ---------    ---------

Income (loss) before allocated loss from joint venture
     and loss allocated to minority interest                35,174     (113,228)

Allocated loss from joint venture                           (1,611)     (20,774)

(Income) loss allocated to minority interest               (75,914)      14,282
                                                         ---------    ---------

Net loss                                                 $ (42,350)   $(119,719)
                                                         =========    =========

Loss per limited partnership unit                        $   (4.11)   $  (11.61)
                                                         =========    =========

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

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





                        See notes to financial statements

                                       -4-

<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
                            STATEMENTS OF CASH FLOWS
                   Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)
                                                       Three Months Three Months
                                                            Ended       Ended
                                                          March 31,   March 31,
                                                            1997         1996
                                                            ----         ----
Cash flow from operating activities:
     Net loss                                            $ (42,350)   $ 119,719)

Adjustments to reconcile net loss to net cash
     (used in) operating activities:
     Depreciation and amortization                          47,091       98,831
     Loss from joint venture                                 1,611       20,774
     Minority interest share of net income (loss)           75,914      (14,282)
Changes in operating assets and liabilities:
     Cash - security deposits                              (19,062)        (222)
     Escrow deposits                                       (53,217)     (40,240)
     Accounts receivable                                    (3,341)       4,638
     Other assets                                            5,538       18,732
     Accounts payable and accrued expenses                (174,691)      (4,828)
     Accrued interest                                          175         --
     Security deposits                                      19,604       26,277
                                                         ---------    ---------
Net cash (used in) operating activities                   (142,729)     (10,039)
                                                         ---------    ---------

Cash flow from investing activities:
     Accounts receivable - affiliates                         --         12,925
     Capital expenditures                                     --           --
     Distributions from joint venture                         --           --
                                                         ---------    ---------
Net cash (used in) provided by investing activities           --         12,925
                                                         ---------    ---------

Cash flows from financing activities:
     Cash overdraft                                        170,907         --
     Principal payments on mortgages and notes             (35,899)     (32,409)
     Distributions to partners                                --           --
                                                         ---------    ---------
Net cash provided by (used in) financing activities        135,008      (32,409)
                                                         ---------    ---------

(Decrease) in cash                                          (7,721)     (29,523)

Cash - beginning of period                                   7,721       30,524
                                                         ---------    ---------

Cash - end of period                                     $    --      $   1,001
                                                         =========    =========


Supplemental Disclosure of Cash Flow Information:
     Cash paid for interest                              $ 124,573    $ 128,219
                                                         =========    =========
                        See notes to financial statements

                                       -5-

<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
                        STATEMENTS OF PARTNERS' (DEFICIT)
                   Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)


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

Balance, January 1, 1996             $  (197,803)         10,000    $(1,037,114)

Distributions to partners                   --              --             --

Net loss                                  (3,592)           --         (116,128)
                                     -----------     -----------    -----------

Balance, March 31, 1996              $  (201,395)         10,000    $(1,153,242)
                                     ===========     ===========    ===========


Balance, January 1, 1997             $  (210,366)         10,000    $(1,443,328)

Distributions to partners                   --              --             --

Net loss                                  (1,271)           --          (41,079)
                                     -----------     -----------    -----------

Balance, March 31, 1997              $  (211,637)         10,000    $(1,484,407)
                                     ===========     ===========    ===========






















                        See notes to financial statements

                                       -6-

<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
                          NOTES TO FINANCIAL STATEMENTS
                   Three Months Ended March 31, 1997 and 1996
                                   (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 three months ended March 31,
      1997 and 1996 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.
















                                       -7-

<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
      ------------------------------------------

      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).

      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.










                                       -8-

<PAGE>

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

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

      Rental income is recognized  under the operating  method.  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.


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.

      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 $123,950 in acquisition fees.

      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 March 31, 1997, the agreement,
      with an  anticipated  sales  price of $7.4  million,  was  canceled by the
      buyer.












                                       -9-

<PAGE>



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

      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  three  months  ended  March 31,  1997  totaled
      approximately $46,500.


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.

      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.









                                      -10-

<PAGE>

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

      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.

      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 three month period ended March 31, 1997.

      A summary  of the  combined  assets,  liabilities  and equity of the joint
      venture as of March 31, 1997 and December 31, 1996, and the results of its
      operations  for the three month  periods ended March 31, 1997 and 1996 are
      as follows:




















                                      -11-

<PAGE>

                RESEARCH TRIANGLE INDUSTRIAL PARK JOINT VENTURES
                                 BALANCE SHEETS
                      March 31, 1997 and December 31, 1996
<TABLE>
<CAPTION>
                                                              March 31,    December 31,
                                                                1997           1996
                                                                ----           ----
<S>                                                         <C>            <C>    
ASSETS

Cash and cash equivalents                                   $   768,972    $   745,127
Property, net of accumulated depreciation                     1,492,258      1,601,125
Other assets                                                    320,225        317,913
                                                            -----------    -----------

                 Total Assets                               $ 2,581,455    $ 2,664,165
                                                            ===========    ===========



LIABILITIES AND PARTNERS' (DEFICIT)

Liabilities:
     Notes payable                                          $ 4,976,751    $ 4,996,884
     Accounts payable - affiliates                               23,822         37,406
     Accounts payable and accrued expenses                       50,670         96,443
                                                            -----------    -----------
                 Total Liabilities                            5,051,243      5,130,733
                                                            -----------    -----------

Partners' (Deficit):
     General partners                                        (1,135,478)    (1,133,867)
     Other investors                                         (1,334,311)    (1,332,701)
                                                            -----------    -----------
                Total Partners' (Deficit)                    (2,469,789)    (2,466,568)
                                                            -----------    -----------

                Total Liabilities and Partners' (Deficit)   $ 2,581,455    $ 2,664,165
                                                            ===========    ===========
</TABLE>
























                                      -12-

<PAGE>

                RESEARCH TRIANGLE INDUSTRIAL PARK JOINT VENTURES
                            STATEMENTS OF OPERATIONS
                   Three Months Ended March 31, 1997 and 1996

                                                     Three Months   Three Months
                                                        Ended          Ended
                                                      March 31,      March 31,
                                                         1997           1996
                                                         ----           ----

Income:
     Rental                                          $ 246,104        $ 242,961
     Interest and other income                           1,448              140
                                                     ---------        ---------
     Total income                                      247,552          243,101
                                                     ---------        ---------

Expenses:
     Property operations                                12,436           17,074
     Interest                                          107,553          127,659
     Depreciation and amortization                     113,867          109,347
     Administrative                                     16,917           30,568
                                                     ---------        ---------
     Total expenses                                    250,773          284,648
                                                     ---------        ---------

Net loss                                             $  (3,221)       $ (41,547)
                                                     =========        =========


Allocation of net loss:
     The Partnership                                 $  (1,611)       $ (20,774)
     Other investors                                    (1,610)         (20,773)
                                                     ---------        ---------

                                                     $  (3,221)       $ (41,547)
                                                     =========        =========


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

Investment in Joint Venture at beginning of period  $(1,133,867)
Allocated loss                                           (1,611)
                                                    -----------

Investment in Joint Venture at end of period        $ (1,135,478)
                                                    ============








                                      -13-

<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  income/loss  of the  joint  venture  from the  date of  inception
      through  March 31, 1997 has been  allocated to the  minority  interests in
      accordance   with   the   agreements   and  has   been   recorded   as  an
      addition/reduction to their capital contributions.

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

         Balance, January 1, 1997                             $ 371,120
         Allocated income                                         9,864
                                                              ---------
         Balance, March 31, 1997                              $ 380,984
                                                              =========


 6.    MORTGAGES AND NOTES PAYABLE
       ---------------------------

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

      A mortgage  with a balance of $642,473  and $723,330 at March 31, 1997 and
      1996,  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 $306,912  and $336,284 at March 31, 1997 and
      1996,  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.








                                      -14-

<PAGE>

      MORTGAGES AND NOTES PAYABLE (CONTINUED)
      ---------------------------------------

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

      A mortgage with a balance of $4,521,048  and  $4,549,062 at March 31, 1997
      and 1996,  respectively,  bearing interest at 9.00%.  Annual principal and
      interest payments of $436,296 are due in equal monthly  installments until
      maturity in March 2027.

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

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

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

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


7.    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 $23,698
      and  $16,500  for  the  three  months  ended  March  31,  1997  and  1996,
      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 three  months ended March 31,
      1997 and 1996.












                                      -15-

<PAGE>

      RELATED PARTY TRANSACTIONS (CONTINUED)

      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  $1,140 and $915 for the three  months  ended
      March 31, 1997 and 1996, 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.

8.    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.
























                                      -16-

<PAGE>

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

      The reconciliation of net loss for the three month periods ended March 31,
      1997 and 1996 as reported in the statements of operations, and as would be
      reported for tax purposes respectively, is as follows:

                                                      March 31,      March 31,
                                                         1997           1996
                                                         ----           ----
         Net loss -
              Statement of operations               $ (  42,350)    $  (119,719)
         (Add to)  deduct from:
              Difference in depreciation               ( 19,745)       ( 15,683)
              Difference in amortization of
              loan discount                                -                555
              Allowance for doubtful accounts             6,890           5,500
              Difference in depreciation -
              Joint Ventures                              28,895         48,296
                                                     ------------    ----------

         Net loss for tax purposes                   $  ( 26,310)    $ ( 81,051)
                                                     ============    ==========

      The  reconciliation of partner's  (deficit) at March 31, 1997 and December
      31,  1996 as  reported in the  balance  sheets,  and as  reported  for tax
      purposes, is as follows:

                                                     March 31,      December 31,
                                                       1997             1996
                                                       ----             ----

         Partner's (Deficit) - balance sheet$       (1,696,044)    $ (1,653,694)
          Add to (deduct from):
               Accumulated difference in
               depreciation                         (3,846,964)      (3,827,219)
               Accumulated amortization
               of discounts on mortgage
               payables                              1,208,979        1,208,424
               Syndication fees                      1,133,176        1,133,176
               Gain on sale of property             (  561,147)      (  561,147)
               Allowance for doubtful
                accounts                               119,899          113,009
               Other                                (  102,558)      (  102,558)
               Difference in Investment
               in Joint Venture                        607,385          578,490
                                                  ------------     ------------

          Partner's (Deficit) - tax return        $ (3,137,274)    $ (3,111,519)
                                                  =============    =============






                                      -17-

<PAGE>

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

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

The   Partnership's   net  loss  for  the  quarter  ended  March  31,  1997  was
significantly  lower  than that  which  resulted  in the same  quarter  of 1996.
Research  Triangle  Office  Complex  continues  to  generate  the cash which the
Partnership  needs to fund the shortfalls which Northwind Office Park generates.
Foxhunt  Apartments  had a very good  quarter  which not only saw its  occupancy
percentage increase, but also a vast improvement in its collections.  Management
is continually  monitoring the operations of both Research  Triangle and Foxhunt
to insure continued positive cash flow for the Partnership.

Management  continues  to market  vacant space at the  Northwind  Office Park in
search of tenants.  The low  occupancy has caused the property to fall behind in
the payment of its real estate  taxes and has made it  virtually  impossible  to
refinance the  property.  One of the mortgages on the property came due in 1995,
and although the lender continues to accept payments, a formal extension has not
been  granted,  and  therefore the loan is  technically  in default.  Without an
increase in occupancy,  the lack of cash flow could result in the property being
lost in a foreclosure.

Foxhunt  Apartments  came under contract for sale during July 1996. The contract
was subject to a number of  contingencies  and was cancelable at any time by the
buyer.  During the first  quarter  of 1997,  this  contract  was  canceled.  The
corporate General Partner is aggressively  seeking a new buyer for this property
as it is felt  that the sale of the  property  is in the best  interests  of the
limited partners.

There were no Partnership  distributions for either the three months ended March
31, 1997 or 1996.  Management  continues to look for a lender to refinance  both
Northwind and Research Triangle in an attempt to reduce debt service by securing
lower interest rates. If cash flow improves in the coming quarters,  the General
Partners envision making a distribution to the partners.


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

For the quarter ended March 31, 1997, the  Partnership's net loss was $42,350 or
$4.11 per limited  partnership  unit.  Net loss for the quarter  ended March 31,
1996 amounted to $119,719 or $11.61 per limited partnership unit.




                                      -18-

<PAGE>

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

Partnership  revenue for the quarter ended March 31, 1997 totaled  $483,641,  an
increase  of almost  $19,000  from the 1996  amount of  $465,054.  Total  rental
revenue was  responsible  for the entire  increase in revenues;  the increase in
rental income  totaled over $33,400.  Interest and other income  decreased  just
under  $15,000.  The decrease in other income can be  attributed to decreases in
laundry income,  late charges and security deposits  forfeited.  The increase in
rental  income is  primarily  the result of a  decrease  in  vacancies  totaling
$24,795.

For the quarter ended March 31, 1997, Partnership expenses amounted to $448,467,
decreasing  over $129,000 from the 1996 quarter  amount.  A decrease in property
operations   expenditures   was   responsible  for  $83,000  of  this  decrease.
Specifically,  large decreases in utility expenses, contracted service costs and
repairs and  maintenance  expenses were the primary  contributors to the drop in
operations  expenses.  Interest  expense  remained fairly  constant  between the
quarters ended March 31, 1997 and 1996, while  administrative  charges increased
between  the two years.  Improved  occupancies  and  collections  resulted in an
increase in  management  fees;  a large  increase in  portfolio  management  and
accounting fees was also noted. These increases were primarily due to activities
undertaken  to  stabilize  occupancies  and  otherwise  enhance the value of the
portfolio in anticipation of the possible refinancing or sale of properties.

The Research  Triangle  Industrial Park Joint Venture generated a total net loss
of $3,221 for the three month period  ended March 31, 1997 with  one-half of the
loss allocated to each joint venturer. The joint venture generated a net loss of
$41,547 for the three month period  ended March 31,  1996. A slight  increase in
rental  revenue  resulted,  but large  decreases in interest and  administrative
expenses were responsible for the improvement during this quarter as compared to
the same three months in 1996.

For the three months ended March 31, 1997, the Partnership  generated a tax loss
of $26,310 or $2.55 per  limited  partnership  unit.  The tax loss for the first
three months of 1996 totaled $81,051 or $7.86 per unit.


















                                      -19-

<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.






























                                      -20-

<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                       May 17, 1997 
      ------------------------------            ------------------------
      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                       May 17, 1997  
      ------------------------------            ------------------------
      Joseph M. Jayson,                         Date
      President and Director



      /s/Michael J. Colmerauer                  May 17, 1997  
      ------------------------------            ------------------------
      Michael J. Colmerauer                     Date
      Secretary