REALMARK PROPERTY INVESTORS LTD PARTNERSHIP II
8-K, 1996-07-31
REAL ESTATE INVESTMENT TRUSTS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT





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


         Date of Report (Date of Earliest Event Reported) July 16, 1996
                                                          -------------


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



     Delaware                0-11909                      16-1212761
- -------------------   --------------------   ---------------------------------
(State of Formation)  (Commission File No.)  (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


<PAGE>




Item 5. Other Events.

         On July 16, 1996 the  Partnership,  and other limited  partnerships  in
which Realmark  Properties,  Inc., the  Partnership's  Corporate General Partner
serves  as  general  partner,   entered  into  contracts  to  sell  multi-family
residential  properties,  which  included Fox Hunt  Apartments,  to  Partnership
Equities,  Inc., Columbus,  Ohio, a corporation which is not affiliated with the
Partnership,  the Corporate  General  Partner,  or any affiliate of either.  The
purchase  price of $7,400,000  and terms were  negotiated at arms length between
the Corporate General Partner, on behalf of the Partnership,  and the purchaser.
The contract is subject to a number of  contingencies,  including the following:
satisfactory title reports, satisfactory engineering reports on the condition of
the improvements,  availability of government  allocations allowing the property
to  qualify  for a tax  credit  program,  and other  customary  conditions.  The
purchaser  has a sixty-day  study  period under the  contracts,  during which to
conduct its inspections  and, during that period,  it may terminate the contract
and  recover  its  deposit of $10,000  for any reason or no reason.  There is no
assurance that this sale will be consummated.

         The Corporate General Partner,  acting under authority contained in the
Limited  Partnership  Agreement,  has entered into the contract on behalf of the
Partnership. The Corporate General Partner believes the price and terms are fair
to the Partnership.


         Assuming all conditions and contingencies are fulfilled,  closing under
the  contract  will  occur in the  normal  course  of  business.  The  purchaser
anticipates  closing on a serial  basis  commencing  during the fourth  quarter,
1996.  The actual  date of closing on the sale of any  property  will  depend on
financing availability, tax credit availability and other factors.

Item 7.  Financial Statements and Exhibits

         (c)      Exhibits.

         Contract between the Partnership and Partnership  Equities,  Inc. dated
July 16, 1996 will be filed with the second quarter 10-Q.




<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                               07/31/96
         ------------------------------              ------------------------
         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                               07/31/96
         ------------------------------              ------------------------
         Joseph M. Jayson,                                    Date
         President and Director



         /s/Michael J. Colmerauer                          07/31/96   
         ------------------------------              ------------------------
         Michael J. Colmerauer                                Date
         Secretary



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