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                                                                    EXHIBIT 31.1


                    Certification of Chief Executive Officer
                       Of Southeast Acquisitions II, L.P.

         This certification is provided pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, and accompanies the annual report on form 10-K (the
"Form 10-K") for the year ended December 31, 2003 of Southeast Acquisitions II,
L. P.

         I, Richard W. Sorenson, certify that:

         1. I have reviewed this annual report on Form 10-K of Southeast
         Acquisitions II, L. P.

         2. Based on my knowledge, this annual report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this annual report;

         3. Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrants as of, and for, the periods presented in
         this annual report;

         4. The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14) for the registrant and we have:

                  a) designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant, is made
                  known to us by others within those entities, particularly
                  during the period in which this annual report is being
                  prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

                  c) presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors and
         the audit committee of registrant's board of directors (or persons
         performing the equivalent function):

                  a) all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

                  b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
         this annual report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

March 26,2004                               /s/ Richard W. Sorenson
----------------                            -----------------------------
Date                                        Richard W. Sorenson

                                            Richard W. Sorenson
                                            Principal Executive Officer & Member
                                            Southern Management Group, LLC
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                    Certification of Chief Financial Officer
                       Of Southeast Acquisitions II, L.P.

         This certification is provided pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, and accompanies the quarterly report on form 10-K
(the "Form 10-K") for the year ended December 31, 2003 of Southeast Acquisitions
II, L. P.

         I, Laura E. Ristvedt, certify that:

         1. I have reviewed this annual report on Form 10-K of Southeast
         Acquisitions II, L. P.

         2. Based on my knowledge, this annual report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this annual report;

         3. Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrants as of, and for, the periods presented in
         this annual report;

         4. The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14) for the registrant and we have:

                  a) designed such disclosure controls and procedures to ensure
                  that material information relating to the registrant, is made
                  known to us by others within those entities, particularly
                  during the period in which this annual report is being
                  prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

                  c) presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5. The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors and
         the audit committee of registrant's board of directors (or persons
         performing the equivalent function):

                  a) all significant deficiencies in the design or operation of
                  internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial data and have identified for the registrant's
                  auditors any material weaknesses in internal controls; and

                  b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the registrant's internal controls; and

         6. The registrant's other certifying officers and I have indicated in
         this annual report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.

3-26-04                                          /s/ Laura E. Ristvedt
-----------------                                -----------------------------
Date                                             Laura E. Ristvedt

                                                 Laura E. Ristvedt
                                                 Principal Financial Officer
                                                 Southern Management Group, LLC