REALMARK PROPERTY INVESTORS LTD PARTNERSHIP II
10-Q, 1996-07-26
REAL ESTATE INVESTMENT TRUSTS
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                                    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
March 31, 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,  1996,  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, 1996 and December 31, 1995                  3

            Statements of Operations -
                  Three Months Ended March 31, 1996 and 1995            4

            Statements of Cash Flows -
                  Three Months Ended March 31, 1996 and 1995            5

            Statements of Partners' (Deficit) -
                  Three Months Ended March 31, 1996 and 1995            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, 1996 and December 31, 1995
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                         March 31,     December 31,
                                                           1996            1995
                                                       ------------    ------------
<S>                                                    <C>            <C>   
ASSETS

Property, at cost:
     Land                                             $    848,015    $    848,015
     Buildings and improvements                          8,901,141       8,901,141
     Furniture and fixtures                                425,000         425,000
                                                      ------------    ------------
                                                        10,174,156      10,174,156
     Less accumulated depreciation                       4,774,244       4,677,511
                                                      ------------    ------------
          Property, net                                  5,399,912       5,496,645

Cash                                                         1,001          30,524
Cash - security deposits                                    35,571          35,350
Escrow deposits                                            323,240         283,000
Accounts receivable, net of allowance for doubtful
     accounts of $107,958 and $69,261, respectively          2,773           7,411
Accounts receivable - affiliates                           133,313         146,238
Mortgage costs, net of accumulated
     amortization of $82,163 and $80,065                   260,233         262,331
Other assets                                                25,887          44,619
                                                      ------------    ------------

           Total Assets                               $  6,181,930    $  6,306,118
                                                      ============    ============

LIABILITIES AND PARTNERS' (DEFICIT)

Liabilities:
     Mortgages payable                                $  5,617,207    $  5,649,616
     Accounts payable and accrued expenses                 508,526         513,354
     Accrued interest                                       48,846          48,846
     Security deposits and prepaid rents                   104,931          78,654
                                                      ------------    ------------
           Total Liabilities                             6,279,510       6,290,470
                                                      ------------    ------------

Losses of unconsolidated joint ventures
     in excess of investment                               885,277         864,503
                                                      ------------    ------------

Minority interest in consolidated
     joint venture                                         371,780         386,062
                                                      ------------    ------------

Partners' (Deficit):
     General partners                                     (201,395)       (197,803)
     Limited partners                                   (1,153,242)     (1,037,114)
                                                      ------------    ------------
          Total Partners' (Deficit)                     (1,354,636)     (1,234,917)
                                                      ------------    ------------

          Total Liabilities and Partners' (Deficit)   $  6,181,930    $  6,306,118
                                                      ============    ============

</TABLE>
                        See notes to financial statements


                                       -3-


<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
                            STATEMENTS OF OPERATIONS
                   Three Months Ended March 31, 1996 and 1995
                                   (Unaudited)

                                                     Three Months   Three Months
                                                         Ended          Ended
                                                        March 31,     March 31,
                                                          1996           1995
                                                       ---------      ---------
Income:
     Rental                                            $ 438,606      $ 503,617
     Interest and other income                            26,448         14,375
                                                       ---------      ---------
     Total income                                        465,054        517,992
                                                       ---------      ---------

Expenses:
     Property operations                                 277,821        269,660
     Interest                                            128,219        175,598
     Depreciation and amortization                        98,831        101,892
     Administrative:
          Paid to affiliates                              24,007         61,163
          Other                                           49,404         35,318
                                                       ---------      ---------
     Total expenses                                      578,282        643,631
                                                       ---------      ---------

Loss before allocated loss from joint venture
     and loss allocated to minority interest            (113,228)      (125,639)

Allocated loss from joint venture                        (20,774)        (4,561)

Loss allocated to minority interest                       14,282          2,307
                                                       ---------      ---------

Net loss                                               $(119,719)     $(127,893)
                                                       =========      =========

Loss per limited partnership unit                      $  (11.61)     $  (12.41)
                                                       =========      =========

Distributions per limited partnership unit             $    --        $    1.65
                                                       =========      =========

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, 1996 and 1995
                                   (Unaudited)

                                                       Three Months Three Months
                                                            Ended        Ended
                                                          March 31,    March 31,
                                                            1996          1995
                                                          ---------    ---------
Cash flow from operating activities:
     Net loss                                            $(119,719)   $(127,893)

Adjustments to reconcile net loss to net cash
     (used in) operating activities:
     Depreciation and amortization                          98,831      101,892
     Loss from joint venture                                20,774        4,561
     Minority interest share of net loss                   (14,282)      (2,307)
Changes in operating assets and liabilities:
     Cash - security deposits                                 (221)        (215)
     Escrow deposits                                       (40,240)     (57,390)
     Accounts receivable                                     4,638         --
     Other assets                                           18,732      (21,716)
     Accounts payable and accrued expenses                  (4,828)      45,035
     Accrued interest                                         --           --
     Security deposits                                      26,277       (1,366)
                                                         ---------    ---------
Net cash (used in) operating activities                    (10,039)     (59,399)
                                                         ---------    ---------

Cash flow from investing activities:
     Accounts receivable - affiliates                       12,925       (5,545)
     Capital expenditures                                     --           --
     Distributions from joint venture                         --           --
                                                         ---------    ---------
Net cash provided by (used in) investing activities         12,925       (5,545)
                                                         ---------    ---------

Cash flows from financing activities:
     Principal payments on mortgages and notes             (32,409)      (4,874)
     Distributions to partners                                --        (17,010)
                                                         ---------    ---------
Net cash (used in) financing activities                    (32,409)     (21,884)
                                                         ---------    ---------

Increase (decrease) in cash                                (29,523)     (86,828)

Cash - beginning of period                                  30,524      259,861
                                                         ---------    ---------

Cash - end of period                                     $   1,001    $ 173,033
                                                         =========    =========

Supplemental Disclosure of Cash Flow Information:
     Cash paid for interest                              $ 128,219    $ 162,800
                                                         =========    =========
                        See notes to financial statements

                                       -5-


<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
                        STATEMENTS OF PARTNERS' (DEFICIT)
                   Three Months Ended March 31, 1996 and 1995
                                   (Unaudited)


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

Balance, January 1, 1995               $ (173,828)      10,000      $  (261,866)

Distributions to partners                    (510)         --           (16,500)

Net loss                                   (3,837)         --          (124,056)
                                       ----------       -------      ----------

Balance, March 31, 1995                $ (178,175)      10,000      $  (402,422)
                                       ==========       =======      ==========


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)
                                       ==========       =======      ==========
















                        See notes to financial statements








                                       -6-


<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP II
                          NOTES TO FINANCIAL STATEMENTS
                   Three Months Ended March 31, 1996 and 1995
                                   (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, 1996 and 1995 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.

 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.









                                       -9-


<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.


















                                      -10-


<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,
     revenues or expenses for the three month period ended March 31, 1996.

     A  summary  of the  combined  assets,  liabilities  and equity of the joint
     venture as of March 31, 1996 and December 31, 1995,  and the results of its
     operations for the three month periods ended March 31, 1996 and 1995 are as
     follows:






































                                      -11-


<PAGE>
                         RESEARCH TRIANGLE INDUSTRIAL PARK JOINT VENTURES
                                         BALANCE SHEETS
                              March 31, 1996 and December 31, 1995
<TABLE>
<CAPTION>

                                                           March 31,    December 31,
                                                             1996           1995
                                                         -----------    -----------
<S>                                                      <C>            <C>  
ASSETS

Cash and cash equivalents                                $   192,576    $    92,150
Property, net of accumulated depreciation                  2,330,747      2,439,455
Accounts receivable - affiliates                             321,073        322,212
Other assets                                                 430,708        461,237
                                                         -----------    -----------

              Total Assets                               $ 3,275,104    $ 3,315,054
                                                         ===========    ===========


LIABILITIES AND PARTNERS' (DEFICIT)

Liabilities:
     Notes payable                                       $ 5,054,838    $ 5,073,225
     Accounts payable and accrued expenses                   189,649        169,665
                                                         -----------    -----------
              Total Liabilities                            5,244,487      5,242,890
                                                         -----------    -----------

Partners' (Deficit):
     General partners                                       (885,277)      (864,503)
     Other investors                                      (1,084,107)    (1,063,333)
                                                         -----------    -----------
             Total Partners' (Deficit)                    (1,969,383)    (1,927,836)
                                                         -----------    -----------

             Total Liabilities and Partners' (Deficit)   $ 3,275,104    $ 3,315,054
                                                         ===========    ===========

</TABLE>






















                                      -12-


<PAGE>

                        RESEARCH TRIANGLE INDUSTRIAL PARK JOINT VENTURES
                                    STATEMENTS OF OPERATIONS
                           Three Months Ended March 31, 1996 and 1995

                                                     Three Months   Three Months
                                                        Ended           Ended
                                                      March 31,        March 31,
                                                        1996             1995
                                                     ---------        --------- 
Income:
     Rental                                          $ 242,961        $ 267,853
     Interest and other income                             140               80
                                                     ---------        ---------
     Total income                                      243,101          267,933
                                                     ---------        ---------

Expenses:
     Property operations                                17,074           25,474
     Interest                                          127,659          110,781
     Depreciation and amortization                     109,347          126,916
     Administrative                                     30,568           13,884
                                                     ---------        ---------
     Total expenses                                    284,648          277,055
                                                     ---------        ---------

Net loss                                             $ (41,547)       $  (9,122)
                                                     =========        =========


Allocation of net loss:
     The Partnership                                 $ (20,774)       $  (4,561)
     RPILP II                                          (20,774)          (4,561)
                                                     ---------        ---------

                                                     $ (41,547)       $  (9,122)
                                                     =========        =========


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

Investment in Joint Venture at beginning of period  $(864,503)
Allocated loss                                        (20,774)
                                                    ---------

Investment in Joint Venture at end of period        $(885,277)
                                                    =========








                                      -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 loss of the joint venture from the date of inception  through March 31,
     1996 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, 1996                  $ 386,062
     Allocated loss                             ( 14,282)
                                              -----------
     Balance, March 31, 1996                   $ 371,780


 6.  MORTGAGES AND NOTES PAYABLE

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

     A  mortgage  with a balance of $723,330  and $804,499 at March 31, 1996 and
     1995,  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 $336,284  and $375,235 at March 31, 1996 and
     1995,  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  been  granted  an  extension  as  it  continues  to  seek
     replacement financing.










                                      -14-


<PAGE>

      MORTGAGES AND NOTES PAYABLE  (CONTINUED)

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

     A  mortgage with a balance of $4,549,062  and  $4,574,605 at March 31, 1996
     and 1995,  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
             ----                         ------

             1996                         $    457,765
             1997                              116,735
             1998                              128,394
             1999                              141,220
             2000                              155,328
             Thereafter                      4,650,174
                                          ------------

             TOTAL                        $  5,649,616


 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  $16,500
     and  $17,140  for  the  three   months  ended  March  31,  1996  and  1995,
     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,
     1996 and 1995.












                                      -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  $915 and $1,140 for the three  months  ended
     March 31, 1996 and 1995, 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,
     1996 and 1995 as reported in the statements of operations,  and as would be
     reported for tax purposes respectively, is as follows:

                                                   March 31,        March 31,
                                                     1996              1995
                                                     ----              ----
      Net loss -
           Statement of operations              $  (119,719)     $   (127,893)
      (Add to)  deduct from:
           Difference in depreciation              ( 15,683)         ( 33,110)
           Difference in amortization of
           loan discount                                555             3,315
           Allowance for doubtful accounts            5,500             6,352
           Difference in depreciation -
           Joint Ventures                            48,296            14,820
                                                -----------      ------------

      Net loss for tax purposes                 $  ( 81,051)     $   (136,516)

     The  reconciliation  of partner's  (deficit) at March 31, 1996 and December
     31,  1995 as  reported  in the  balance  sheets,  and as  reported  for tax
     purposes, is as follows:

                                               March 31,            December 31,
                                                 1996                  1995
                                                 ----                  ----
      Partner's (Deficit) - balance sheet  $  (1,354,636)          $ (1,234,917)
       Add to (deduct from):
            Accumulated difference in
            depreciation                      (3,763,922)            (3,748,239)
            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                             90,951                 85,451
            Other                             (   47,606)            (   47,606)
            Difference in Investment
            in Joint Venture                     511,208                462,912
                                           -------------           ------------

       Partner's (Deficit) - tax return    $  (2,782,997)          $ (2,701,946)






                                      -17-


<PAGE>

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

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

Unable to regain the momentum of the previous years, the Partnership encountered
another  disappointing  quarter.  Operating  revenue  dropped  by  approximately
$65,000,  while  partnership  expenses  increased over $65,000.  The Partnership
implemented a rental increase toward the end of the quarter;  the effect of this
increase  will not be felt until next  quarter.  Research  Triangle and Fox Hunt
have been  performing  well,  however  Northwind  continues to struggle with low
occupancy levels.  There were no Partnership  distributions for the three months
ended March 31, 1996. The  Partnership  distribution  for the three months ended
March 31, 1995 amounted to $17,010 or $1.65 per limited partnership unit.

Management  continues to hope that it can  refinance the  properties  and reduce
debt service by securing  lower  interest  rates,  however there is no guarantee
that this will occur.


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

For the quarter ended March 31, 1996, the Partnership's net loss was $119,719 or
$11.61 per limited  partnership  unit.  Net loss for the quarter ended March 31,
1995 amounted to $127,893 or $12.41 per unit.

Partnership  revenue for the quarter  ended  March 31,  1996  totaled  $465,054,
dropping  almost $52,940 from the 1995 amount of $517,992.  Total rental revenue
fell approximately  $65,000, while interest and other income increased just over
$12,000.  The decrease in rental  revenue can be attributed to falling  economic
occupancy  levels at Northwind Office Complex and a slight decrease at Fox Hunt.
Compared to the prior year, physical occupancy dropped, while rental concessions
and delinquencies increased.

For the quarter ended March 31, 1996, Partnership expenses amounted to $578,282,
decreasing  over  $65,000  from the 1995  quarter  amount.  Property  operations
expenditures  increased  slightly whereas the  administrative  charges decreased
between the two years. Increases in payroll,  repairs,  maintenance,  contracted
services and property improvements  throughout the partnership accounted for the
jump  in  operating  expenses,  while  substantially  higher  advertising  and a
reduction in legal fees and portfolio management and accounting charges resulted
in the changes in administrative expenses. These increases were primarily due to
activities  undertaken to stabilize  occupancies,  increase rents, and otherwise
enhance the value of the portfolio in anticipation  of the possible  refinancing
or sale of properties.









                                      -18-


<PAGE>

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

The Research  Triangle  Industrial Park Joint Venture generated a total net loss
of $41,547 for the three month  period  ended March 31, 1996 with 50% or $20,774
of the loss allocated to each joint venturer.  The joint venture generated a net
loss of $9,122 for the three  month  period  ended  March 31,  1995 with  $4,561
allocated to each venturer.

The  partnership  is  expecting  that the  total  expenses  will  stabilize  and
ultimately decline in 1996.  Property operation expenses should remain stable in
the  immediate  future,  and  as  the  condition  of  the  properties  improves,
management  will be able to reduce expenses in coming  quarters.  Administrative
charges should also level off as advertising  and legal fees will decline as the
properties' performance improves.

For the three months ended March 31, 1996, the Partnership  generated a tax loss
of $81,051 or $7.86 per  limited  partnership  unit.  The tax loss for the first
three months of 1995 totaled $136,516 or $13.25 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
- -----------------------------------------

Exhibit 27 - Financial Data Schedule (Electronic filing only)


                    























                                      -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                       July 12, 1996 
      ------------------------------            ------------------------
      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                       July 12, 1996  
      ------------------------------            ------------------------
      Joseph M. Jayson,                         Date
      President and Director



      /s/Michael J. Colmerauer                  July 12, 1996
      ------------------------------            ------------------------
      Michael J. Colmerauer                     Date
      Secretary



<TABLE> <S> <C>


        

<ARTICLE> 5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS OF REALMARK PROPERTY INVESTORS LIMITED  PARTNERSHIP II FOR
THE QUARTER ENDED MARCH 31, 1996,  AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          36,572
<SECURITIES>                                         0
<RECEIVABLES>                                  241,271
<ALLOWANCES>                                   105,185 
<INVENTORY>                                          0
<CURRENT-ASSETS>                               782,018    
<PP&E>                                       5,399,912  
<DEPRECIATION>                               4,744,244   
<TOTAL-ASSETS>                               6,181,930
<CURRENT-LIABILITIES>                          662,303
<BONDS>                                      5,617,207
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 6,181,930
<SALES>                                              0
<TOTAL-REVENUES>                               462,054
<CGS>                                                0
<TOTAL-COSTS>                                  267,971
<OTHER-EXPENSES>                                 6,492
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             128,219
<INCOME-PRETAX>                               (119,719)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0 
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (119,719)
<EPS-PRIMARY>                                   (11.61)
<EPS-DILUTED>                                        0

        

</TABLE>


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