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): ~~August~~November 116, 2014

REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - II

(Exact name of registrant as specified in its charter)

Delaware	0-11909	16-1212761
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2350 North Forest Road,
Getzville, New York		14068
(Address of principal executive offices)		(Zip Code)

(716) 636-9090

(Registrant’s telephone number, including area code)

________________________________________________________________________________________________________________________________________________________________________________

(Former name if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On August 10, 2015, Realmark Property Investors Limited Partnership – II (the “Partnership”) closed on the sale of the property known as Executive Office Park, formerly known as Northwind Office Park, situated in East Lansing, Michigan, to Meridian Investment Group L.L.C. (the “Buyer”), as assignee of Crouch Investment Group, L.L.C. (“Crouch”), pursuant to a Purchase and Sale Agreement, dated March 5, 2015, by and between Crouch and the Partnership, as amended by the First Amendment dated May 11, 2015, the Second Amendment dated on or about June 26, 2015, the Third Amendment dated on or about July 27, 2015 and the Fourth Amendment dated August 6, 2015. The Buyer is not affiliated with the Partnership or any of its affiliates, or any director or officer of the Partnership, or any associate of any director or officer of the Partnership.

At closing, the Buyer paid to the Partnership cash of $2,975,000.00. After payment of closing costs in the amount of $451,409.97, the net proceeds available to the Partnership amount to approximately $2,523,590.03.

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

~~Appointment~~Departure of ~~Directors~~Officer and Director

On ~~August~~October 1123, 2014, Judith P. Jayson, President and a member of the Board of Directors (the “Board”) of Realmark Properties, Inc. (the “Corporate General Partner”), the general partner of ~~Realmark~~the ~~Property~~Partnership ~~Investors~~died ~~Limited~~unexpectedly. Following ~~Partnership~~the -vacancy IIcreated ~~(the~~by ~~“Company”)~~Mrs. ~~expanded~~Jayson’s death, the size of the Board was reduced to ~~four~~three members. consisting of Jordan M. Jayson, Matthew P. Iak and Alan J. Laurita ~~were elected to fill the vacancies on the Board (including the vacancy following the death of Joseph M~~. ~~Jayson on June 27, 2014) and to serve on the Board along with Judith P. Jayson.~~

There was no prior arrangement or understanding with any of these directors pursuant to which such director was selected as a director. Also, none of these directors has had any direct or indirect interest in any transactions with the Company that requires disclosure under Item 404(a) of Regulation S-K.

Jordan M. Jayson

Mr. Jayson is the Chief Executive Officer of U.S. Energy Development Corporation, a position he has held since February of 2014. Prior to that date, he held a number of other management positions since he joined U.S. Energy Development Corporation in 2009. Following his graduation from Johns Hopkins University with a B.A., Mr. Jayson worked in the financial industry in New York and London and has an extensive background in portfolio management and trading.

Matthew P. Iak

Mr. Iak is the President of Westmoreland Capital Corporation and an Executive Vice President at U.S. Energy Development Corporation, positions he has held since 2010 and 2013, respectively. Mr. Iak joined U.S. Energy Development Corporation in 2005, following a successful early career as a Vice President of an international money management firm, and bringing with him brokerage experience of managed business in excess of one billion dollars. He is a graduate of Canisius College.

Alan J. Laurita

Mr. Laurita, a partner at the law firm of Hodgson Russ LLP since 2011, has more than 40 years of experience as an attorney and former business executive in the oil and gas industry. Mr. Laurita’s practice includes assisting oil and gas companies in the full range of their legal needs, representing larger landowners in connection with leasing property for oil and gas development, handling the sale and purchase of real property and representing lending institutions and borrowers in secured loan transactions. Mr. Laurita received both his B.S. in Business Administration and J.D. from the State University of New York at Buffalo.

Appointment of President

On ~~August~~November 116, 2014, the Board appointed ~~Judith~~Matthew P. ~~Jayson~~Iak as President of the ~~Company~~Corporate General Partner following the death of ~~Joseph~~Judith MP. Jayson, its former President. There was no prior arrangement or understanding pursuant to which ~~she~~he was appointed as President of the ~~Company~~Corporate General Partner. MsMr. ~~Jayson~~Iak is the ~~mother and mother~~brother-in-law of Jordan M. Jayson ~~and Matthew P~~. ~~Iak, respectively.~~

MsMr. ~~Jayson~~Iak is an officer orand director of the ~~Corporate General Partner, the Company~~Partnership’s property management affiliate, Realmark Corporation ~~and is the widow of Joseph M~~. ~~Jayson, the sole stockholder of the affiliate of these entities and other related entities.~~ ~~For~~There ~~information~~are ~~regarding~~no a related person transactions involving MsMr. ~~Jayson~~Iak ~~and~~that ~~the~~are ~~Company,~~reportable ~~see~~under ~~the~~Item ~~Company’s~~404(d) ~~Annual~~of ~~Report~~Regulation ~~on Form 10~~S-K ~~for the fiscal year ended December 31, 2013, which was filed with the Securities and Exchange Commission on April 15, 2014~~.

~~Judith~~Matthew P. ~~Jayson~~Iak

MsMr. ~~Jayson~~Iak, age 7339, was appointed President of the ~~Company~~Partnership inon ~~August~~November ~~2014~~6, 2014 and has been a member of the Board since ~~1979~~August ~~and previously served as the Company’s Vice President beginning in 1979~~2014. ~~She~~He is currently ~~President and a Director of Realmark Properties, Inc.,~~ the ~~general partner of the Company. She is also the~~ President ~~and a Director~~ of ~~the~~Westmoreland ~~Company’s~~Capital ~~property management affiliate, Realmark~~ Corporation~~. Ms.~~ ~~Jayson has been involved in property management for the last 40 years~~ and ~~has~~an ~~extensive~~Executive ~~experience~~Vice inPresident the hiring and training of property management personnel and in directing, developing and implementing property management systems and programs. Ms. Jayson, prior to joining the firm in 1973, taught business at ~~a Buffalo, New York High School~~U. MsS. ~~Jayson~~Energy ~~graduated~~Development ~~from St. Mary of the Woods College in Terre Haute~~Corporation, ~~Indiana, with a degree in Business Administration.~~

positions he has held since 2010 and 2013, respectively. Mr. Iak joined U.S. Energy Development Corporation in 2005, following a successful early career as a Vice President of an international money management firm, and bringing with him brokerage experience of managed business in excess of one billion dollars. He is a graduate of Canisius College.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.		Description of Exhibit
2.1		Purchase and Sale Agreement, dated March 5, 2015, by and between Realmark Property Investors Limited Partnership – II and Crouch Investment Group, L.L.C.
2.2		First Amendment to Purchase and Sale Agreement dated May 11, 2015, by and between Realmark Property Investors Limited Partnership – II and Crouch Investment Group, L.L.C.

2.3		Second Amendment to Purchase and Sale Agreement dated on or about June 26, 2015, by and between Realmark Property Investors Limited Partnership – II and Crouch Investment Group, L.L.C.

2.4		Third Amendment to Purchase and Sale Agreement dated on or about July 27, 2015, by and between Realmark Property Investors Limited Partnership – II and Crouch Investment Group, L.L.C.

2.5		Fourth Amendment to Purchase and Sale Agreement dated August 6, 2015, by and between Realmark Property Investors Limited Partnership – II and Meridian Investment Group LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~September~~October 26, ~~2014~~ 2015 REALMARK PROPERTY INVESTORS LIMITED

PARTNERSHIP - II

By: /s/ ~~Judith~~Matthew P. ~~Jayson~~Iak

Name: ~~Judith~~Matthew P. ~~Jayson~~Iak

As President of Realmark Properties, Inc.,

its general partner,

Principal Executive Officer and

Principal Financial Officer

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
2.1		Purchase and Sale Agreement, dated March 5, 2015, by and between Realmark Property Investors Limited Partnership – II and Crouch Investment Group, L.L.C.
2.2		First Amendment to Purchase and Sale Agreement dated May 11, 2015, by and between Realmark Property Investors Limited Partnership – II and Crouch Investment Group, L.L.C.

2.3		Second Amendment to Purchase and Sale Agreement dated on or about June 26, 2015, by and between Realmark Property Investors Limited Partnership – II and Crouch Investment Group, L.L.C.

2.4		Third Amendment to Purchase and Sale Agreement dated on or about July 27, 2015, by and between Realmark Property Investors Limited Partnership – II and Crouch Investment Group, L.L.C.

2.5		Fourth Amendment to Purchase and Sale Agreement dated August 6, 2015, by and between Realmark Property Investors Limited Partnership – II and Meridian Investment Group LLC.

Filing Compare · REALMARK PROPERTY INVESTORS LTD PARTNERSHIP II