United States
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 333-116595
 LEASE EQUITY APPRECIATION FUND II, L.P.
  Delaware
    
    20-1056194(State or other jurisdiction of incorporation
or organization)
    
    (I.R.S. Employer Identification No.)
 
 
 Securities registered pursuant to Section 12 (b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredNone
    
    Not applicable
 Securities registered pursuant to Section 12 (g) of the Act:
  o þ
 o þ
 þ o
 þ
  Large
accelerated
filer oAccelerated
filer oNon-accelerated
filer o(Do not check if a
smaller reporting company)Smaller reporting
company þ o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Managements Annual Report on Internal Control Over Financial Reporting




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PART IV
 ITEM 15  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  Financial Statements
  Financial Statement Schedules
  Exhibits
 Exhibit No.
    
    Description3.1
    
    Certificate of Limited Partnership for Lease Equity Appreciation Fund II, L.P. (1)3.2
    
    Amended Certificate of Limited Partnership for Lease Equity Appreciation Fund II, L.P.(2)3.3
    
    Amended and Restated Agreement of Limited Partnership for Lease Equity Appreciation Fund II, L.P.
(4)4.1
    
    Forms of letters sent to limited partners confirming their investment(1)10.1
    
    Origination & Servicing Agreement among LEAF Financial Corporation, Lease Equity Appreciation Fund
II, L.P. and LEAF Funding, Inc. dated April 15, 2005 (3)10.2
    
    Third Amendment to Secured Loan Agreement dated as of December 21, 2007 with LEAF II, LLC as
Borrower, LEAF Funding, Inc. as Originator, Lease Equity Appreciation Fund II, L.P. as Seller, LEAF
Financial Corporation as Servicer, U.S. Bank National Association, as Collateral Agent and
Securities Intermediary and WestLB AG, New York Branch as Lender (8)10.3
    
    First Amendment to WestLB AG Secured Loan Agreement (5)10.3 (a)
    
    Second Amendment to WESTLB AG Secured Loan Agreement (6)10.4
    
    Assignment, Assumption and Amendment Agreement among LEAF Equity Appreciation Fund II, L.P. and
Merrill Lynch Equipment Finance LLC, dated September 29, 2006. (7)10.5
    
    Amendment Agreement, dated as of January 29, 2006, among Equity Appreciation Fund II, L.P. and
Merrill Lynch Commercial Finance Corp. (9)31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to Section 1350 18 U.S.C., as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Filed previously on June 17, 2004 as an exhibit to our Registration Statement and by this
reference incorporated herein.(2)
    
    Filed previously on September 8, 2004 in Pre-Effective Amendment No. 1 as an exhibit to our
Registration Statement and by this reference incorporated herein.(3)
    
    Filed previously on August 15, 2005 as an exhibit to our Form 10-Q for the quarter ended June
30, 2005 and by this reference incorporated herein.(4)
    
    Filed previously on December 27, 2005 in Post-Effective Amendment No. 1 to our Registration
Statement as Appendix A to the prospectus and by this reference incorporated herein.(5)
    
    Filed previously on March 30, 2006 as an exhibit to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2005 and by this reference incorporated herein.




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(6)
    
    Filed previously on May 15, 2006 as an exhibit to our Quarterly Report on Form 10-Q for the
quarter ended June 30, 2006 and by this reference incorporated herein.(7)
    
    Filed previously on November 14, 2006 as an exhibit to our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2006 and by this reference incorporated herein.(8)
    
    Filed previously on March 31, 2008 as an exhibit to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2007 and by this reference incorporated herein.(9)
    
    Filed previously on March 30, 2007 as an exhibit to our Annual Report on Form 10-K for the
fiscal year ended December 31, 2006 and by this reference incorporated herein.




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SIGNATURES
  LEASE EQUITY APPRECIATION FUND II, L.P.October 14, 2008
    By:
    /s/ Crit S. DeMentCRIT S. DEMENTChairman and Chief Executive Officer  /s/ Crit S. DeMentCRIT S. DEMENT
    
    Chairman of the Board and
Chief Executive Officer of the
General Partner
    
    October 14, 2008/s/ Miles HermanMILES HERMAN
    
    President, Chief Operating
Officer and Director of the
General Partner
    
    October 14, 2008/s/ Robert K. MoskovitzROBERT K. MOSKOVITZ
    
    Chief Financial Officer and
Treasurer of the General
Partner
    
    October 14, 2008/s/ Tonya L. ZweierTONYA L. ZWEIER
    
    Chief Accounting Officer of the General Partner
    
    October 14, 2008/s/ Jonathan Z. CohenJONATHAN Z. COHEN
    
    Director of the General Partner
    
    October 14, 2008/s/ Alan D. Schreiber, M.D.ALAN D. SCHREIBER, M.D.
    
    Director of the General Partner
    
    October 14, 2008/s/ Linda RichardsonLINDA RICHARDSON
    
    Director of the General Partner
    
    October 14, 2008/s/ Jeffrey F. BrotmanJEFFREY F. BROTMAN
    
    Director of the General Partner
    
    October 14, 2008