UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                            FORM 10-Q

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR PERIOD ENDING JUNE 30, 1996

Commission File Number:       33-04345 

Exact name of Registrant as specified in its charter:

     Florida Income Fund II, Limited Partnership

State or other Jurisdiction of incorporation or organization:

     Ohio

I.R.S. Employer Identification Number:  33-1168320

Address of Principal Executive Offices:

     12800 University Drive, Ste 675
     Fort Myers, FL 33907

Registrant's Telephone Number, including Area Code:

     (941) 481-2011

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

The registrant 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 has been subject
to such filing requirements for the past 90 days.


PAGE 1
                  FLORIDA INCOME FUND II, L.P.
                              INDEX


                                                         PAGE NO.

PART I - FINANCIAL INFORMATION


     Balance Sheets at June 30 1996
     and December 31, 1995 . . . . . . . . . . . . . . . . . . .3


     Statements of Income for the Six
     Months Ended June 30, 1996 and 1995 . . . . . . . . . . . .4


     Statements of Cash Flows for the Three and Six
     Months Ended June 30, 1996 and 1995 . . . . . . . . . . . .5


     Notes to Financial Statements . . . . . . . . . . . . . . .6


     Management's Discussion and Analysis of
     Financial Condition and Results of Operations . . . . . .6-8


PART II - OTHER INFORMATION 

     Items 1-6 . . . . . . . . . . . . . . . . . . . . . . . . .9


PART III - SIGNATURES. . . . . . . . . . . . . . . . . . . . . 10


COVER LETTER


EXHIBIT 27 - Financial Data Schedule


EXHIBIT 99 - Form 8-K 






PAGE 2



                 PART I - FINANCIAL INFORMATION
           FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                         BALANCE SHEETS
                           (Unaudited)
                                       June 30,       Dec. 31,
                                       1996           1995  
                                       ___________    ___________
                                                
ASSETS

CURRENT ASSETS
     Cash                               1,624,418        147,521 
     A/R Trade, Net of allowance for       76,541         65,238 
       doubtful accounts of $46,442
       for June 30, 1996 and $38,181
       for December 31, 1995)
     Notes Receivable                      38,449         52,854 
     Prepaid Expenses and Other           190,806        132,608 
                                       ___________    ___________
         Total Current Assets           1,930,214        398,221 

RENTAL PROPERTIES, NET OF ACCUMULATED
DEPRECIATION OF $3,846,214 AT JUNE 30
1996 AND $4,048,938 AT DEC 31, 1995    14,225,889     15,984,294 
     
INTANGIBLE ASSETS
     Deferred Loan Costs, Net              24,323         46,425 
                                       __________     __________ 
     TOTAL ASSETS                      16,180,426     16,428,940 

LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
     Current Maturities of Notes
       and Mortgages Payable            7,441,311      8,116,010 
     Accounts Payable                       8,124         86,330 
     Accrued Expenses                     152,307         86,724 
     Customer & Security Deposits         160,497        182,480 
     Deposit on Sale                      130,000            -0- 
                                       ___________    ___________
     TOTAL CURRENT LIABILITIES          7,892,239      8,471,544 

NOTES AND MORTGAGES PAYABLE             2,479,771      2,480,347 

PARTNERS' CAPITAL
     General Partners' Capital           (182,156)      (173,745)
     Limited Partners' Capital          5,490,997      5,650,794 
     Net Income                           499,575            -0- 
                                       ___________    ___________
     TOTAL PARTNERS' EQUITY             5,808,416      5,477,049 

TOTAL LIABILITIES
AND PARTNERS' CAPITAL                  16,180,426     16,428,940 

See Accompanying Notes to the Financial Statements

PAGE 3



                FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                           STATEMENTS OF INCOME
                                (Unaudited)


                             For Three Months Ended    For Six Months Ended
                             06/30/96      06/30/95    06/30/96      06/30/95
                             ________      ________    ________      ________
                                                         

REVENUES:

Sales Proceeds                   -0-           -0-     1,950,000           -0-
Rental Income                670,692       750,728     1,341,046     1,483,055
Interest Income               25,596           798        26,422         2,034
                             _______       _______     _________     _________
    Total Revenues           696,288       751,526     3,317,468     1,485,089


EXPENSES:

Cost of Sales and 
    Closing Costs                -0-           -0-     1,601,791           -0-
Property Operating
    Expenses                 130,029       223,573       379,215       471,893
Real Estate Taxes             50,571        55,089       101,142       110,178
Interest Expense             249,098       253,936       478,229       507,172
Depreciation                 118,308       133,699       236,616       267,398
Amortization                   9,883        14,738        20,900        29,475
                             _______       _______     _________     _________
    Total Expenses           557,889       681,035     2,817,893     1,386,116


NET INCOME                   138,399        70,491       499,575        98,973








See accompanying Notes to the Financial Statements







PAGE 4



                   FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                  For Six Months Ended
                                                06/30/96         06/30/95
                                                __________       ________
                                                           

Cash Flows From Operating Activities:
     Net Income                                    499,575         98,973 
     Adjustments to reconcile net income
     to net cash provided by operations:
          Depreciation & Amortization              257,516        296,873 
          Cost of Sales                          1,517,585            -0- 
          (Increase) decrease in receivables         3,102       ( 20,560)
          (Increase) decrease in prepaid
           expenses and other                   (   58,198)      ( 57,064)
          Increase (decrease) accounts payable
           and accrued expenses                 (   11,422)      ( 35,231)
          Increase (decrease) in customer
           and security deposits                (   21,983)      ( 12,254)

Net cash flow provided by operating             ___________      _________
activities                                       2,186,175        270,737 

Cash flows from investing activities:
     Improvements to rental properties                 -0-       (115,366)
                                                ___________      _________
Net cash used in investing activities                  -0-       (115,366)


Cash flows from financing activities:
          Repayments of long-term borrowings    (  675,275)      (111,681)
          Partner distribution paid             (  164,003)      (111,980)
          Deposit on Sale                          130,000            -0- 
                                                ___________      _________
Net cash flows used by financing activities     (  709,278)      (223,661)

Net increase (decrease) in cash                 (1,476,897)      ( 68,290)

Cash at beginning of year                          147,521         93,321 

Cash at June 30                                  1,624,418         25,031 



See accompanying Notes to the Financial Statements

PAGE 5

           FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                  NOTES TO FINANCIAL STATEMENTS
                          JUNE 30, 1996

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements have been prepared in
accordance with the instructions to Form 10-Q and therefore do not
include all disclosures necessary for fair presentation of the
Partnership's financial position, results of operations and
statements of cash flows in conformity with generally accepted
accounting principles, as set forth in the Partnership's Form 10-K
for the period ended December 31, 1995, or any other interim
period.  In management's opinion, all adjustments have been made to
the financial statements necessary for a fair presentation of the
interim periods presented.

NOTE 2 - RELATED PARTY TRANSACTIONS

During the three month period ended June 30, 1996, and June 30,
1995, the Partnership incurred $21,328 and $41,959 in property
management fees paid to Mariner Capital Management, Inc., the
Managing General Partner, in accordance with the Partnership
Agreement.  These expenses are included in property expenses.  The
General Partners and their affiliates are also entitled to
reimbursement of costs (including amounts of any salaries paid to
employees or its affiliates) directly attributable to the operation
of the Partnership that could have been provided by independent
parties.  Costs amounting to $7,800 were incurred during the second
quarter of 1996.  This compares to $70,603 of costs that were
incurred during the second quarter of 1995.

NOTE 3 - BALANCE SHEET

The Balance Sheet at December 31, 1995, has been taken from the
audited Financial Statements at that date.

NOTE 4 -    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION RESULTS OF OPERATIONS

Liquidity

The Partnership's cash position, including interest bearing
deposits at June 30, 1996, was $1,624,418.  This compares to its
cash position of $147,521 at December 31, 1995.  At June 30, 1995,
the Partnership's cash position, including interest bearing
deposits, was $25,031.


PAGE 6


Liquidity - Continued

The increase in cash between December 31, 1995, and June 30, 1996,
was due primarily to cash provided by operations of $2,186,175,
which includes the sale of Heritage Square Shopping Center on Marco
Island as previously reported in an 8-K filed on January 26, 1996,
principal repayments of $675,275 and partnership distributions paid
of $164,003.

The Partnership's total investment in properties for its portfolio
at June 30, 1996, was $18,072,103.  This compares to its total
property investment at December 31, 1995, of $20,033,232 and
$20,005,200 at June 30, 1995.  This decline resulted primarily from
the sale of Heritage Square Shopping Center.

The sale of Town Center Shopping Center, reported in an 8-K filed
July 1, 1996 will result in a material reduction in both
partnership assets, partnership debt and partnership liquidity.

Other than as discussed herein, there are no known trends, demands,
commitments, events or uncertainties that in management's opinion
will result or are reasonably likely to result in the registrant's
liquidity increasing or decreasing in any material way.

Capital Resources

The Partnership's outstanding debt as of June 30, 1996, was
$9,921,082.  This compares to debt outstanding December 31, 1995,
of $10,596,357.  The $675,275 decrease during the first six months
was due primarily to repayment of a loan balance of $597,000 from
proceeds of the sale of Heritage Square Shopping Center.  The
Partnership had $10,704,845 of outstanding debt at June 30, 1995.

The sale of Town Center Shopping Center occurred after June 30,
1996 and the results of that sale are not reflected on the
financial data being reported herein.  However, items (a) and (b)
below occurred in July 1996 as a result of that sale and are
considered significant.

    (a)     The Partnership had a loan in the amount of $1,665,137
            with a maturity date of September 1, 1996.  This loan
            was secured by a first mortgage on Manatee West. 
            Management satisfied this obligation with $1,200,000
            of cash reserves and approximately $465,000 from the
            proceeds of the sale of Town Center Shopping Center.





PAGE 7



    (b)     The Partnership had a loan which came due in September
            1996 in the amount of $5,764,174.  The loan was
            secured by a first mortgage on Town Center and
            Broadway Medical Center.  Management satisfied this
            obligation with the proceeds from the sale of Town
            Center. 

Results of Operations

As of June 30, 1996, the occupancy percentages for the Fund's
properties were as follows:  Broadway Medical Center, 67%, Marco
Town Center Mall, 83%, Manatee West Shopping Center, 68%, and
Pinebrook Commons, 85%.

For the six months ended June 30, 1996, rental income decreased
$142,009 as compared to the same period a year ago.  The decrease
was attributable to selling Heritage Square during the three months
ended March 31, 1996, and increased vacancies in other assets as
compared to the same period one year ago.  

For the six months ended June 30, 1996, interest income increased
by $24,388 compared to the same period one year ago.

Property expenses decreased by $92,678 from a year ago primarily
due to the sale of Heritage Square.

Real estate taxes have decreased to reflect anticipated assessments
for the year and the decrease due to the sale of Heritage Square. 

Interest expense has decreased $28,943 for the six month period
ended June 30, 1996, as compared to a year ago.  This decrease is
due to the partnership's debt decreasing from $10,596,357 at
December 31, 1995, to $9,921,082 as of June 30, 1996.  The
partnership's debt as of June 30, 1995, was $10,704,845.

Depreciation and amortization have decreased $39,357 due to some
costs being fully amortized in 1995.













PAGE 8


                             PART II
                        OTHER INFORMATION
           FLORIDA INCOME FUND II, LIMITED PARTNERSHIP



ITEM 1.     LEGAL PROCEEDINGS

            None


ITEM 2.     CHANGES IN SECURITIES

            None


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

            None


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None


ITEM 5.     OTHER MATERIALLY IMPORTANT EVENTS
    
            None


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K


            (A) EXHIBITS

                27 - Financial Data Schedule
                99 - Form 8-K

            (B) REPORTS ON FORM 8-K

                None








PAGE 9


                            PART III

                           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.



                      FLORIDA INCOME FUND II, LIMITED PARTNERSHIP
                      MARINER CAPITAL MANAGEMENT, INC.
                      MANAGING GENERAL PARTNER
                      (Registrant)





            8/5/96    Lawrence A. Raimondi
                      President and Director, and CEO
                      Mariner Capital Management, Inc.
                      (Principal Executive Officer)
                      (SIGNATURE)





            8/5/96    Joe K. Blacketer
                      Secretary/Treasurer
                      Mariner Capital Management, Inc.
                      (Principal Financial and
                       Accounting Officer)
                      (SIGNATURE)













PAGE 10