**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**




**x
      QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF**




**THE
      SECURITIES EXCHANGE ACT OF 1934**




For
      the
      quarterly period ended September 30, 2005




**OR**




**oTRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF**




**THE
      SECURITIES EXCHANGE ACT OF 1934**




For
      the
      transition period from _______________ to ______________




Commissions
      File Number 333-116595




**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


(Exact
      name of registrant as specified in its charter)





Delaware
            20-1056194(State
                of Organization)
            (I.R.S.
                Employer Identification No.)





110
      S.
      Poplar Street, Suite 101


Wilmington,
      Delaware 19801


(Address
      of principal executive offices) (Zip Code)







(215)
      574-1636


(Registrant's
      telephone number, including area code)




(Former
      name, former address and former fiscal year, if changed since last
      report.)




Indicate
      by 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 xNo o


Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act). Yes o No x





**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**INDEX
      TO QUARTERLY REPORT**


**ON
      FORM 10-Q**





**PAGE****PART
                I**
            **FINANCIAL
                INFORMATION (Unaudited)**ITEM
                1.
            Financial
                StatementsConsolidated
                Balance Sheets - September 30, 2005 andDecember
                31, 2004 (Audited)
            3Consolidated
                Statement of Operations - Three Months Ended September 30,2005and
                the Period from April 14, 2005 (Commencement of
              Operations)
                toSeptember
                30, 2005
            4Consolidated
                Statement of Partners’ Capital and Comprehensive LossFor
                the Nine Months Ended September 30, 2005
            5Consolidated
                Statement of Cash FlowsFor
                the Nine Months Ended September 30, 2005
            6Notes
                to Consolidated Financial Statements - September 30, 2005
            7
−
                16ITEM
                2.
            Management’s
                Discussion and Analysis of Financial Conditionand
                Results of Operations
            17
                - 20ITEM
                3.
            Quantitative
                and Qualitative Disclosures About Market Risk
            21ITEM
                4.
            Controls
                and Procedures
            21**PART
                II**
            **OTHER
                INFORMATION**ITEM
                1.
            Legal
                Proceedings
            22ITEM
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            22ITEM
                6.
            Exhibits
            23**SIGNATURES**
            23





**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**CONSOLIDATED
      BALANCE SHEETS**




**September
                  30,**
              
              
              **December
                  31,****2005**
              
              
              **2004**(Unaudited)
              
              
              (Audited)**ASSETS**Cash
              
              $
              2,316,811
              
              $
              1,001Restricted
                  cash
              
              
              351,552
              
              
              −Due
                  from lockbox
              
              
              230,669
              
              
              −Accounts
                  receivable
              
              
              46,642
              
              
              −Direct
                  financing leases and notes, net
              
              
              25,740,938
              
              
              −Equipment
                  under operating leases (net of accumulated depreciationof
                  $37,875)
              
              
              1,935,949
              
              
              −Fair
                  value of interest rate swap
              
              
              56,944
              
              
              −Other
                  assets
              
              
              348,123
              
              
              −$
              31,027,628
              
              $
              1,001**LIABILITIES
                  AND PARTNERS’ CAPITAL****Liabilities:**Debt
              
              $
              23,626,039
              
              $
              −Accounts
                  payable and accrued expenses
              
              
              190,444
              
              
              −Due
                  to related parties, net
              
              
              222,772
              
              
              −Total
                  liabilities
              
              
              24,039,255
              
              
              −**Partners’
                  Capital**
              
              
              6,988,373
              
              
              1,001$
              31,027,628
              
              $
              1,001




The
      accompanying notes are an integral part of these consolidated financial
      statements.


3


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(Unaudited)**





**Three
                  Months**
                **Ended**
                  **September
                      30, 2005**
              
              
              **Period
                  from**
                **April
                  14, 2005**
                **(Commencement
                  of**
                **Operations)
                  to**
                **September
                  30, 2005**Interest
                  and rental income
              
              $
              326,853
              
              $
              378,598Interest
                  expense
              
              
              144,767
              
              
              146,050Net
                  interest and rental income
              
              
              182,086
              
              
              232,548Provision
                  for credit losses
              
              
              4,800
              
              
              10,000177,286
              
              
              222,548Other
                  income
              
              
              15,847
              
              
              18,226Operating
                  income
              
              
              193,133
              
              
              240,774Administration
                  expense reimbursed to related party
              
              
              106,639
              
              
              208,900General
                  and administrative
              
              
              70,943
              
              
              133,344Management
                  fee to related party
              
              
              43,484
              
              
              57,838Depreciation
              
              
              37,875
              
              
              37,875258,941
              
              
              437,957Net
                  loss
              
              $
              (65,808
              )
              $
              (197,183
              )Weighted
                  average number of limited partnership
                units
                  outstanding during the period
              
              
              69,256
              
              
              56,866Net
                  loss per weighted average limited partnership unit
              
              $
              (0.94
              )
              $
              (3.43
              )








The
      accompanying notes are an integral part of these consolidated financial
      statements.


4


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**CONSOLIDATED
      STATEMENT OF PARTNERS’ CAPITAL**


**AND
      COMPREHENSIVE LOSS**


**FOR
      THE NINE MONTHS ENDED SEPTEMBER 30, 2005**


**(Unaudited)**








**General
                Partner**
            
            **Limited
                Partners**
            
            **Accumulated
                Other Comprehensive**
            
            
            **Partners’
                Capital**
            
            
            **Comprehensive
                Income (Loss)****Amount**
            
            
            **Units**
            
            
            **Amount**
            
            
            **Income**
            
            
            **Total**
            
            
            **Total**Balance,
                January 1, 2005
            
            $
            1,000
            
            
            −
            
            $
            1
            
            $
            −
            
            $
            1,001Partners’
                contribution
            
            
            −
            
            
            84,310
            
            
            8,400,027
            
            
            −
            
            
            8,400,027Cash
                distributions
            
            
            (1,586
            )
            
            −
            
            
            (157,011
            )
            
            −
            
            
            (158,597
            )Offering
                costs related to
              the
                sale of Partnership
              units
            
            
            −
            
            
            −
            
            
            (1,113,818
            )
            
            −
            
            
            (1,113,818
            )Redemption
            
            
            −
            
            
            −
            
            
            (1
            )
            
            −
            
            
            (1
            )Net
                loss
            
            
            (1,972
            )
            
            -
            
            
            (195,211
            )
            
            −
            
            
            (197,183
            )
            $
            (197,183
            )Unrealized
                gain on
              hedging
                derivative
            
            
            −
            
            
            −
            
            
            −
            
            
            56,944
            
            
            56,944
            
            
            56,944Balance,
              September
                30, 2005
            
            $
            (2,558
            )
            
            84,310
            
            $
            6,933,987
            
            $
            56,944
            
            $
            6,988,373
            
            $
            (140,239
            )








The
      accompanying notes are an integral part of these consolidated financial
      statements.


6


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**(Unaudited)**





**Nine Months Ended**
                **September
                    30, 2005****Cash
                  flows from operating activities:**Net
                  loss
              
              $
              (197,183
              )Adjustments
                  to reconcile net loss to net cash provided by
                operating
                  activities:Depreciation
              
              
              37,875Provision
                  for credit losses
              
              
              10,000Amortization
                  of deferred financing costs
              
              
              12,893Increase
                  in due from lockbox
              
              
              (230,669
              )Increase
                  in accounts receivable
              
              
              (46,642
              )Increase
                  in accounts payable and accrued expenses
              
              
              190,444Increase
                  in amounts due to related parties
              
              
              222,772Net
                  cash used in operating activities
              
              
              (510
              )**Cash
                  flows from investing activities:**Investment
                  in direct financing leases and notes
              
              
              (26,743,941
              )Acquisition
                  of equipment under operating leases
              
              
              (1,973,824
              )Proceeds
                  from direct financing leases and notes, net of earned
                  income
              
              
              993,003Net
                  cash used in investing activities
              
              
              (27,724,762
              )**Cash
                  flows from financing activities:**Increase
                  in restricted cash
              
              
              (351,552
              )Increase
                  in deferred financing costs
              
              
              (361,016
              )Proceeds
                  from debt
              
              
              23,899,341Repayment
                  of debt
              
              
              (273,302
              )Limited
                  Partners’ capital contribution
              
              
              8,400,027Partners’****distributions
                  paid
              
              
              (158,597
              )Payment
                  of offering costs incurred for the sale of partnership
                  units
              
              
              (1,113,818
              )Redemption
                  of initial limited partner
              
              
              (1
              )Net
                  cash provided by financing activities
              
              
              30,041,082Increase
                  in cash
              
              
              2,315,810Cash,
                  beginning of period
              
              
              1,001Cash,
                  end of period
              
              $
              2,316,811


The
      accompanying notes are an integral part of these consolidated financial
      statements.





6


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**NOTES
      TO BALANCE SHEET**


**September
      30, 2005**


**(Unaudited)**





**NOTE
      1** **-** **ORGANIZATION AND NATURE OF BUSINESS**





Lease
      Equity Appreciation Fund II, L.P. (the Fund), a Delaware limited partnership,
      was formed on March 30, 2004 by LEAF Financial Corporation (the General
      Partner). The Fund’s Fiscal Year ends on December 31. LEAF Financial Corporation
      is a wholly owned subsidiary of Resource Leasing, Inc., a wholly owned
      subsidiary of Resource America, Inc. Resource America, Inc. (“RAI”) is a
      publicly-traded company (Nasdaq: REXI) operating in the financial fund
      management, real estate finance, and equipment financing sectors.





The
      General Partner and the initial limited partner capitalized the Fund. The
      General Partner contributed $1,000 to the Fund for a 1% partnership interest
      and
      the initial limited partner contributed $1 to the Fund for a 99% partnership
      interest. Upon the Fund breaking escrow, the initial limited partner withdrew,
      as a limited partner, its capital contribution. The Fund is managed by the
      General Partner.





The
      General Partner owns a 1% general partnership interest, and the limited partners
      own a 99% limited partnership interest. Cash distributions, if available, are
      made monthly. The cash distributions are allocated 99% to the limited partners
      and 1% to the General Partner. Net income and net losses are allocated 99%
      to
      the limited partners and 1% to the General Partner.





The
      Fund
      acquires a diversified portfolio of equipment that is financed for end users.
      The Fund may also acquire existing portfolios of equipment subject to existing
      leases and notes from other equipment finance companies, primarily the General
      Partner. The primary objective of the Fund is to invest the net proceeds raised
      from the sale of limited partnership units in leases and notes and portfolios
      of
      existing equipment leases and notes in order to generate regular cash
      distributions to the limited partners over the life of the Fund.


As
      of
      September 30, 2005, the General Partner invested $250,000 (3.1%) in limited
      partnership interests of the Fund. The Fund shall terminate on December 31,
      2029, unless sooner disolved or terminated as provided in the Partnership
      Agreement.





**NOTE
      2 − SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




**Basis
      of Presentation**





The
      consolidated financial statements include the accounts of the Fund and its
      wholly-owned subsidiary, LEAF Fund II, LLC. All intercompany accounts and
      transactions have been eliminated in consolidation.





**Classification**





Management
      believes that, consistent with the financial statement presentation of other
      equipment finance companies, it is more appropriate to present the Fund’s
      consolidated balance sheet on a non-classified basis, which does not segregate
      assets and liabilities into current and non-current categories.


7


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**NOTES
      TO BALANCE SHEET**


**September
      30, 2005**


**(Unaudited)**





**NOTE
      2 − SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES −
      (Continued)**





**Use
      of Estimates**





Preparation
      of financial statements in conformity with accounting principles generally
      accepted in the United States of America (“U.S. GAAP”) requires management to
      make estimates and assumptions that affect the reported amounts of assets and
      liabilities and the disclosure of contingent assets and liabilities as of the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Significant estimates include the
      estimated unguaranteed residual values of leased equipment, the allowance for
      possible losses and impairment of long-lived assets. Actual results could differ
      from those estimates.





Unguaranteed
      residual value represents the estimated amount to be received at lease
      termination from lease extensions or ultimate disposition of the leased
      equipment. T he
      estimates of residual values are based upon
      the
      General Partner’s history with regard to the realization of residuals, available
      industry data and the general partner’s senior management’s experience with
      respect to comparable equipment. The estimated residual values are recorded
      as a
      component of investments in leases on a net present value basis. Residual values
      are reviewed periodically to determine if the current estimate of the
      equipment’s fair market value appears to be below its recorded estimate. If
      required, residual values are adjusted downward to reflect adjusted estimates
      of
      fair market values. In accordance with U.S. GAAP, upward adjustments to residual
      values are not permitted.





The
      Fund’s allowance for possible losses is primarily based on factors which include
      the General Partner’s historical loss experience, an analysis of contractual
      delinquencies, economic conditions and trends, industry statistics and equipment
      finance portfolio characteristics. The Fund’s policy is to charge off to the
      allowance those financings which are in default and for which management has
      determined the probability of collection to be remote.





The
      Fund
      reviews its long-lived assets for impairment whenever events or circumstances
      indicate that the carrying amount of such assets may not be recoverable. If
      it
      is determined that estimated undiscounted future cash flows derived from
      long-lived assets will not be sufficient to recover their carrying amounts,
      an
      impairment charge will be recorded if the carrying amount of the asset exceeds
      their estimated fair values.





**Concentration
      of Credit Risk**





Financial
      instruments which potentially subject the Fund to concentrations of credit
      risk
      consist of excess cash. The Fund deposits its excess cash in high-quality
      financial institutions. As of September 30, 2005, the Fund had deposits at
      one
      bank totaling $2,308,211 of which $2,108,211 was over the insurance limit of
      the
      Federal Deposit Insurance Corporation. No losses have been experienced on such
      deposits.





8





**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**NOTES
      TO BALANCE SHEET**


**September
      30, 2005**


**(Unaudited)**





**NOTE
      2 − SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES −
      (Continued)**





**Revenue
      Recognition**





The
      Fund’s investment in financing assets consists of direct financing leases, notes
      and operating leases. Leases are recorded in accordance with Statement of
      Financial Accounting Standards No. 13, “Accounting for Leases,” and its various
      amendments and interpretations.





*Direct
      Financing Leases.* Certain
      of the Fund’s lease transactions are accounted for as direct financing leases
      (as distinguished from operating leases). Such leases transfer substantially
      all
      benefits and risks of equipment ownership to the customer. The Fund’s investment
      in direct financing leases and notes consists of the sum of the total future
      minimum lease payments receivable and the estimated unguaranteed residual value
      of leased equipment, less unearned finance income. Unearned finance income,
      which is recognized as revenue over the term of the financing by the effective
      interest method, represents the excess of the total future minimum contracted
      payments plus the estimated unguaranteed residual value expected to be realized
      at the end of the lease term over the cost of the related equipment. The Fund
      generally discontinues the recognition of revenue for direct financing leases
      for which payments are more than 90 days past due.





*Operating
      Leases.* Leases
      not meeting any of the criteria to be classified as direct financing leases
      are
      deemed to be operating leases. Under the accounting for operating leases, the
      cost of the leased equipment, including acquisition fees associated with lease
      placements, is recorded as an asset and depreciated on a straight-line basis
      over the equipment’s estimated useful life, generally up to seven years. Rental
      income consists primarily of monthly periodic rentals due under the terms of
      the
      leases. The Fund recognizes rental income on a straight line basis. Generally,
      during the lease terms of existing operating leases, the Fund will not recover
      all of the undepreciated cost and related expenses of its rental equipment
      and,
      therefore, it is prepared to remarket the equipment in future years. The Fund’s
      policy is to review, on a quarterly basis, the expected economic life of its
      rental equipment in order to determine the recoverability of its undepreciated
      cost. In accordance with U.S. GAAP, the Fund writes down its rental equipment
      to
      its estimated net realizable value when it is probable that its carrying amount
      exceeds such value and the excess can be reasonably estimated; gains are only
      recognized upon actual sale of the rental equipment. There were no write-downs
      of equipment during the period from April 14, 2005 (commencement of operations)
      to September 30, 2005.





Fees
      from
      delinquent payments are recognized when received and are included in other
      income.





**Income
      Taxes**





Federal
      and state income tax laws provide that the income or losses of the Fund are
      reportable by the Partners on their individual income tax returns. Accordingly,
      no provision for such taxes has been made in the accompanying financial
      statements.





**Supplemental
      Disclosure of Cash Flow Information**





During
      the nine months ended September 30, 2005, the Fund paid interest of
      $91,150.


9


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**NOTES
      TO BALANCE SHEET**


**September
      30, 2005**


**(Unaudited)**





**NOTE
      2 − SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES −
      (Continued)**





**Transfers
      of Financial Assets**





In
      connection with establishing its revolving line of credit with WestLB AG, the
      Fund formed a bankruptcy remote special purpose entity through which the
      financing is arranged. Under SFAS No. 140, “Accounting for Transfers and
      Servicing of Financial Assets and Extinguishments of Liabilities,” the Fund’s
      transfers of assets to the special purpose entity do not qualify for sales
      accounting treatment due to certain call provisions that the Fund maintains.
      Accordingly, assets and related debt of the special purpose entity are included
      in the Fund’s consolidated balance sheets. The Fund’s leases and restricted cash
      are assigned as collateral for these borrowings and there is no further recourse
      to the general credit of the Fund.





**Fair
      Value of Financial Instruments**





For
      cash,
      receivables and payables, the carrying amounts approximate fair values because
      of the short maturity of these instruments. The carrying value of debt
      approximates fair market value since interest rates approximate current market
      rates. The interest rate swap discussed in Note 8 is recorded at fair value
      in
      the accompanying consolidated balance sheet.





**NOTE
      3** **-** **RESTRICTED CASH**





Restricted
      cash as of September 30, 2005 includes cash being held in reserve by the Fund’s
      lender.





**NOTE
      4 − DUE FROM LOCKBOX**





Customer
      payments are deposited into a lockbox shared with our General Partner and other
      entities serviced by our General Partner. The lockbox is in the name of U.S.
      Bank NA as trustee under an inter-creditor agreement amongst our General
      Partner, the other entities and their respective lenders. Amounts recorded
      as
      due from lockbox on the accompanying Balance Sheet, represent customer payments
      received by the lockbox, applied to the respective customer’s accounts, but not
      transferred to the Fund’s bank account.








10


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**NOTES
      TO BALANCE SHEET**


**September
      30, 2005**


**(Unaudited)**








**NOTE
      5** **-** **INVESTMENT IN DIRECT FINANCING LEASES AND NOTES**





The
      Fund’s direct financing leases are for initial lease terms ranging from five to
      84 months. The interest rates on notes receivable range from 7% to 10%. As
      of
      September 30, 2005, 13% of financed equipment was located in California. As
      of
      September 30, 2005, no other states held more than 10% of financed equipment.





**September
                30,****2005**Direct
                financing leases
            
            $
            23,032,476Notes
                receivable
            
            
            2,708,462$
            25,740,938





The
      components of the net investment in direct financing leases as of September
      30,
      2005 are as follows:





**September
                30,****2005**Total
                future minimum lease payments
            
            $
            25,939,883Unearned
                rental income
            
            
            (3,464,317
            )Residuals,
                net of unearned residual income
            
            
            686,089Security
                deposits
            
            
            (119,179
            )23,042,476Allowance
                for possible losses
            
            
            (10,000
            )$
            23,032,476





The
      following is a summary of the Fund’s allowance for possible losses for the
      period indicated:





**For
                the**
              **Nine
                Months Ended**
              **September
                30,****2005**Allowance
                for possible losses, beginning of period
            
            $
            −Provision
                for credit losses
            
            
            (10,000
            )Net
                write offs
            
            
            −Allowance
                for possible losses, end of period
            
            $
            10,000





11


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**NOTES
      TO BALANCE SHEET**


**September
      30, 2005**


**(Unaudited)**








**NOTE
      5** **-** **INVESTMENT IN DIRECT FINANCING LEASES AND NOTES −
      (Continued)**




The
        future minimum lease payments and related rental payments expected to be
        received on non-cancelable direct financing leases, notes and operating leases
        at September 30, 2005 are as follows:


**Periods
                Ending**
              **September
                30,**
            
            
            **Direct**
              **Financing
                Leases**
            
            
            **Notes**
            
            
            **Operating
                Leases**
            
            
            **Total**2006
            
            $
            7,641,027
            
            $
            435,041
            
            $
            592,092
            
            $
            8,668,1602007
            
            
            6,537,710
            
            
            454,253
            
            
            532,407
            
            
            7,524,3702008
            
            
            5,234,461
            
            
            469,089
            
            
            408,652
            
            
            6,112,2022009
            
            
            3,893,103
            
            
            439,502
            
            
            241,676
            
            
            4,574,2812010
            
            
            2,232,054
            
            
            399,027
            
            
            131,091
            
            
            2,762,172Thereafter
            
            
            401,528
            
            
            511,550
            
            
            4,428
            
            
            917,506$
            25,939,883
            
            $
            2,708,462
            
            $
            1,910,346
            
            $
            30,558,691








**NOTE
      6 − OTHER ASSETS**





As
      of
      September 30, 2005, other assets consists of unamortized deferred financing
      costs which are being amortized over the terms of the related debt. Accumulated
      amortization as of September 30, 2005 is $12,893.








**NOTE
      7** **-** **DEBT**





The
      table
      below summarizes the Fund’s debt at September 30, 2005 as follows:





**September
                30,****2005**WestLB
                AG, New York Branch revolving line of credit, with an aggregate borrowing
                limit of $75.0 million collateralized by specific lease and note
                receivables and related equipment, with a 1% credit reserve of the
                outstanding line of credit. Interest on this facility is calculated
                at
                LIBOR plus 1.10% per annum. To mitigate fluctuations in interest
                rates the
                Fund has entered into an interest rate swap agreement. The interest
                rate
                swap agreement terminates July 21, 2012. The interest rate swap agreement
                fix the interest rate on this facility at 5.51%. Interest and principal
                are due as payments are received under the financings. The line of
                credit
                is renewable for one year periods on June 21, 2006, 2007 and 2008. 
                The
                terms of the Fund’s credit facility with WestLB includes financial
                covenants related to the Fund’s net worth and leverage used. As of
                September 30, 2005, the Fund is in compliance with all such covenants
                or
                they have been waived by the lender.
            
            $
            23,626,039





12


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**NOTES
      TO BALANCE SHEET**


**September
      30, 2005**


**(Unaudited)**








**NOTE
      7** **-** **DEBT − (Continued)**





The
      debt
      maturity for each of the succeeding twelve month periods ending September 30
      and
      thereafter, is as follows:





2006
            
            $
            5,837,3912007
            
            
            5,645,7602008
            
            
            4,866,4812009
            
            
            3,793,8942010
            
            
            2,645,346Thereafter
            
            
            837,167$
            23,626,039








**NOTE
      8** **-** **DERIVATIVE INSTRUMENTS**





The
      majority of the Fund’s assets and liabilities are financial contracts with fixed
      and variable rates. Any mismatch between the repricing and maturity
      characteristics of the Fund’s assets and liabilities exposes it to interest rate
      risk when interest rates fluctuate. For example, the Fund’s assets are
      structured on a fixed-rate basis, but since funds borrowed through bank debt
      are
      obtained on a floating-rate basis, the Fund is exposed to a certain degree
      of
      risk if interest rates rise which in turn will increase the Fund’s borrowing
      costs. In addition, when the Fund originates assets, it bases its pricing in
      part on the spread it expects to achieve between the interest rate it charges
      its customers and the effective interest cost the Fund will pay when it funds
      those loans. Increases in interest rates that increase the Fund’s permanent
      funding costs between the time the assets are originated and the time they
      are
      funded could narrow, eliminate or even reverse this spread.




To
      manage
      interest rate risk, the Fund employs a hedging strategy using derivative
      financial instruments such as interest rate swaps which are designated as cash
      flow hedges. The Fund does not use derivative financial instruments for trading
      or speculative purposes. The Fund manages the credit risk of possible
      counterparty default in these derivative transactions by dealing exclusively
      with counterparties with investment grade ratings.





Before
      entering into a derivative transaction for hedging purposes, the Fund determines
      that a high degree of initial effectiveness exists between the change in the
      value of the hedged item and the change in the value of the derivative from
      a
      movement in interest rates. High effectiveness means that the change in the
      value of the derivative will be effectively offset by the change in the value
      of
      the hedged asset or liability. The Fund measures the effectiveness of each
      hedge
      throughout the hedge period. Any hedge ineffectiveness, as defined by Statement
      of Financial Accounting Standards (“SFAS”) No. 133/138/149 is recognized in the
      income statement.




There
      can
      be no assurance that the Fund’s hedging strategies or techniques will be
      effective, that profitability will not be adversely affected during any period
      of change in interest rates or that the costs of hedging will exceed the
      benefits.





13


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**NOTES
      TO BALANCE SHEET**


**September
      30, 2005**


**(Unaudited)**








**NOTE
      8** **-** **DERIVATIVE INSTRUMENTS − (Continued)**





At
      September 30, 2005, the Fund had an unrealized gain of $56,944 which is included
      in accumulated other comprehensive loss. The Fund recognized no gain or loss
      during the nine months ended September 30, 2005 for hedge ineffectiveness.
      Assuming market rates remain constant with the rates of September 30, 2005,
      no
      accumulated other comprehensive income is expected to be recognized in earnings
      over the next 12 months.








**NOTE
      9 − TRANSACTIONS WITH AFFILIATES**





The
      General Partner and Anthem Securities, Inc. (“Anthem Securities”), an indirect
      subsidiary of Atlas America Inc., RAI’s former energy subsidary, receive an
      organization and offering allowance of 3.5% of the offering proceeds raised.
      This amount includes reimbursement to Anthem Securities to use for the selling
      dealers’ bona fide accountable due diligence expenses of up to .5% of the
      proceeds of each unit sold by them. These charges are recorded by the Fund
      as
      offering costs related to the sale of Partnership units on the Consolidated
      Statements of Partners’ Capital and Comprehensive Loss.





The
      General Partner and Anthem Securities receive an underwriting fee of up to
      3% of
      the offering proceeds for obtaining and managing the group of selling
      broker-dealers who will sell the units in the offering. Anthem Securities will
      also receive sales commissions of 7% of the proceeds of each unit sold by it.
      Anthem Securities did not sell any units as of September 30, 2005.





The
      General Partner receives a fee for assisting the Fund in acquiring equipment
      for
      lease and portfolios of equipment subject to existing equipment leases equal
      to
      2% of the purchase price the Fund pays for the equipment or portfolios of
      equipment subject to existing equipment financing.





The
      General Partner receives a subordinated annual asset management fee equal to
      4%
      of gross rental payments for operating leases, as defined in the partnership
      agreement, or 2% of gross rental payments for full payout leases, or a
      competetive fee, whichever is less. An operating lease is one in which the
      aggregate noncancellable rental payments during the initial term of the lease,
      on a net present value basis, are not sufficient to recover the purchase price
      of the equipment. A full payout lease is one in which the gross rental payments,
      on a net present value basis, are at least sufficient to recover the purchase
      price of the equipment. During the Fund’s five-year investment period, the
      management fee will be subordinated to the payment to the Fund’s limited
      partners of a cumulative annual distribution of 8% of their capital
      contributions, as adjusted by distributions deemed to be a return of
      capital.





14


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**NOTES
      TO BALANCE SHEET**


**September
      30, 2005**


**(Unaudited)**








**NOTE
      9 − TRANSACTIONS WITH AFFILIATES − (Continued)**





The
      General Partner receives a subordinated commission equal to one-half of a
      competitive commission, up to a maximum of 3% of the contract sales price,
      for
      arranging the sale of the Fund’s equipment after the expiration of a lease. This
      commission is subordinated to the payment to the limited partners of a
      cumulative 8% annual return on their capital contributions, as adjusted by
      distributions deemed to be returns of capital.





The
      General Partner and its parent company are reimbursed by the Fund for certain
      costs of services and materials used by or for the Fund except those items
      covered by the above-mentioned fees.





The
      General Partner receives a commission equal to the lesser of a competitive
      rate
      or 2% of gross rental payments derived from any re-lease of equipment, payable
      as the Fund receives rental payments from re-lease. The Fund will not, however,
      pay a re-lease commission if the re-lease is with the original lessee or its
      affliates.





The
      following is a summary of fees and costs of services and materials charged
      by
      the General Partner or its affiliates during the period from April 14, 2005
      (commencement of operations) to September 30, 2005:





Organization
                and offering expenses
            
            $
            293,995Underwriting
                fees
            
            
            251,319Acquisition
                fees
            
            
            534,879Asset
                management fees
            
            
            57,838Reimbursable
                expenses
            
            
            208,900





Due
      to
      related parties, net as of September 30, 2005 represents net monies due to
      the
      General Partner for management fees, reimbursed expenses and other
      advances.





**NOTE
      10** **-** **ALLOCATION OF PARTNERSHIP INCOME, LOSS AND CASH
      DISTRIBUTIONS**





Cash
      distributions, if any, are made monthly as follows: 99% to the Limited Partners
      and 1% to the General Partner until the Limited Partners have received an amount
      equal to their unpaid cumulative return (8% of their adjusted capital
      contribution) and thereafter, to investment and reinvestment in investments
      or,
      if the General Partner elects not to invest or reinvest such distributable
      cash,
      99% to the Limited Partners and 1% to the General Partner.





Net
      income for any fiscal period during the reinvestment period (the period
      commencing April 14, 2005 and ending December 12, 2011) is allocated 99% to
      the
      Limited Partners and 1% to the General Partner. Income during the liquidation
      period, as defined in the Partnership Agreements, will be allocated first to
      the
      Partners in proportion to and to the extent of the deficit balances, if any,
      in
      their respective capital accounts. Thereafter, net income will be allocated
      99%
      to the Limited Partners and 1% to the General Partner.





15


**LEASE
      EQUITY APPRECIATION FUND II, L.P.**


**NOTES
      TO BALANCE SHEET**


**June
      30, 2005**


**(Unaudited)**








**NOTE
      11 − COMPREHENSIVE INCOME (LOSS)**





Comprehensive
      income (loss) includes net income and all other changes in the equity of a
      business during a period from non-owner sources. These changes, other than
      net
      income (loss), are referred to as “other comprehensive income (loss)” and for
      the Fund, only include changes in the fair value of unrealized hedging gains
      and
      losses.




**NOTE
      12 − NET LOSS PER LIMITED PARTNERSHIP UNIT**





Net
      loss
      per limited partnership unit is computed by dividing net loss allocated to
      the
      Fund’s Limited Partners by the weighted average number of limited partnership
      units outstanding during the period. The weighted average number of limited
      partnership units outstanding during the period is computed based on the number
      of limited partnership units issued during the period weighted for the days
      outstanding during the period. Basic loss per limited partnership unit equals
      dilutive net loss per limited partnership unit because there are no potential
      dilutive units.











16


**ITEM
      2. - Management’s Discussion and Analysis of Financial Condition and Results of
      Operations**





**When
      used in this Form 10-Q, the words “believes”“anticipates,”“expects” and similar
      expressions are intended to identify forward-looking statements.  Such
      statements are subject to certain risks and uncertainties more particularly
      described in Item 1, under the caption “Risks Inherent In Our Business”, in our
      annual report on Form 10-K for 2004.  These risks and uncertainties
      could
      cause actual results to differ materially.  Readers are cautioned not
      to
      place undue reliance on these forward-looking statements, which speak only
      as of
      the date hereof.  We undertake no obligation to publicly release the
      results of any revisions to forward-looking statements which we may make to
      reflect events or circumstances after the date of this Form 10-Q or to reflect
      the occurrence of unanticipated events.**





**OVERVIEW**




We
      were
      formed on March 30, 2004 by LEAF Financial Corporation, a Delaware corporation
      (“General Partner”). In December 2004, we began our offering of a maximum of
      600,000 limited partner units with an aggregate maximum gross proceeds of
      $60,000,000. Under the terms of our offering, subscriptions received were held
      in escrow until we reached the minimum required subscriptions of 20,000
      limited partner units. On April 14, 2005, upon reaching the offering minimum,
      we
      broke escrow and commenced operations. As of September 30, 2005 we had sold
      84,310 limited partner units raising $8,400,027. The offering will end no later
      than December 21, 2006.





We
      acquire equipment that is financed for third parties. We may also acquire
      portfolios of equipment subject to existing leases and notes from other
      equipment lessors. Our principal objective is to generate regular cash
      distributions to our limited partners. The equipment we finance is principally
      for general business and industrial use and we focus on the small to mid sized
      business market, generally businesses with 500 or fewer employees, $1.0 billion
      or less in total assets or $100.0 million or less in total annual sales. We
      specialize in financing business essential equipment within a price range of
      $20,000 to $2 million. The equipment we finance includes computers, copiers,
      furniture, heating, ventilation and air conditioning equipment, industrial
      equipment, medical equipment and telecommunications equipment.





Our
      leases consist of both direct financing and operating leases which are recorded
      in accordance with generally accepted accounting principles in the United States
      of America. Under the direct financing method of accounting for leases, interest
      income (the excess of the aggregate future rentals and estimated unguaranteed
      residuals upon expiration of the lease over the related equipment cost) is
      recognized over the life of the lease using the interest method. Under the
      operating method of accounting for leases, the cost of the leased equipment,
      including acquisition fees associated with lease placements, is recorded as
      an
      asset and depreciated on a straight-line basis over its estimated useful life.
      Rental income on operating leases consists primarily of monthly periodic rentals
      due under the terms of the leases. Generally, during the lease terms of existing
      operating leases, we will not recover all of the undepreciated cost and related
      expenses of our rental equipment and, therefore, we are prepared to remarket
      the
      equipment in future years. When a scheduled payment due is 90 days or
      more
      delinquent, the financing is classified as being on non-accrual and we do not
      recognize interest or rental income on that financing until the financing
      becomes less than 90 days delinquent.





As
      of
      September 30, 2005, our portfolio contained 780 equipment financings with 723
      individual end users in 48 states. No individual end user or single piece of
      equipment accounted for more than 2% of our portfolio based on original cost
      of
      the equipment. As of September 30, 2005, our total net investment of $27,638,602
      consists of direct financing leases, operating leases and notes. Our average
      original equipment cost per equipment finance transaction was $37,536. As of
      September 30, 2005, the weighted average initial term of a lease was 51 months.


17


The
      following schedules detail the type, net investment (before allocating the
      allowance for possible losses) and percentage of the various types of equipment
      leased by us under direct financing leases and notes and operating leases as
      of
      September 30, 2005 (dollars in thousands):





**Direct
      Financing Leases and Notes**


**September
                30, 2005****Type
                of Equipment**
            
            
            **Net
                Investment**
            
            
            **Percentage**Industrial
                Equipment
            
            $
            5,565,938
            
            
            21.7
            %Computers
            
            
            5,212,538
            
            
            20.2Medical
                Equipment
            
            
            4,388,074
            
            
            17.0Software
            
            
            2,529,953
            
            
            9.8Office
                Equipment
            
            
            2,300,412
            
            
            8.9Building
                Systems
            
            
            1,901,863
            
            
            7.4Garment
                Care
            
            
            1,584,105
            
            
            6.2Communications
            
            
            1,030,044
            
            
            4.0Restaurant
                Equipment
            
            
            623,300
            
            
            2.4Agriculture
            
            
            614,711
            
            
            2.4$
            25,750,938
            
            
            100.0
            %





**Operating
      Leases**


**September
                30, 2005****Type
                of Equipment**
            
            **Net
                Investment**
            
            **Percentage**Building
                Systems
            
            $
            464,914
            
            
            24.5
            %Communications
            
            
            431,767
            
            
            22.8Computers
            
            
            418,189
            
            
            22.0Industrial
                Equipment
            
            
            299,824
            
            
            15.8Medical
                Equipment
            
            
            253,202
            
            
            13.3Office
                Equipment
            
            
            29,768
            
            
            1.6$
            1,897,664
            
            
            100.0
            %





The
      following schedules provide information about the type of businesses we finance.
      The business types are grouped by standard industrial classification as of
      September 30, 2005 (dollars in thousands):





**Direct
      Financing Leases and Notes**


**September
                30, 2005****Type
                of Business**
            
            
            **Net
                Investment**
            
            
            **Percentage**Services
            
            $
            13,083,762
            
            
            50.8
            %Retail
                trade
            
            
            3,085,139
            
            
            12.0Manufacturing
            
            
            2,290,161
            
            
            8.9Wholesale
                Trade
            
            
            2,143,620
            
            
            8.3Construction
            
            
            1,291,837
            
            
            5.0Finance/Insurance/Real
                Estate
            
            
            1,244,022
            
            
            4.8Transportation/Communication/Energy
            
            
            949,331
            
            
            3.7Agriculture
            
            
            891,372
            
            
            3.5Public
                Administration
            
            
            707,536
            
            
            2.7Mining
            
            
            64,158
            
            
            0.3$
            25,750,938
            
            
            100.0
            %





18


**Operating
      Leases**


**September
                30, 2005****Type
                of Business**
            
            
            **Net
                Investment**
            
            
            **Percentage**Services
            
            $
            868,319
            
            
            45.8
            %Construction
            
            
            464,120
            
            
            24.4Retail
                Trade
            
            
            189,761
            
            
            10.0Finance/Insurance/Real
                Estate
            
            
            143,535
            
            
            7.6Wholesale
                Trade
            
            
            79,603
            
            
            4.2Transportation/Communication/Energy
            
            
            73,774
            
            
            3.9Manufacturing
            
            
            47,943
            
            
            2.5Public
                Administration
            
            
            30,609
            
            
            1.6$
            1,897,664
            
            
            100.0
            %





In
      evaluating our allowance for possible uncollectible accounts, we consider our
      contractual delinquencies, economic conditions and trends, industry statistics,
      lease portfolio characteristics and our General Partner's prior experience
      with
      similar lease assets. As of September 30, 2005, our credit evaluation indicated
      the need for an allowance for possible losses of our finance assets of
      $10,000.





We
      utilize debt facilities in addition to equity to fund the acquisitions of lease
      portfolios. As of September 30, 2005, our outstanding debt was
      $23,626,039.





**Results
      of Operations**





We commenced our operations on April 14, 2005. On June 21, 2005, we obtained
      a
      $75.0 million credit facility with WestLB. This facility will allow us to
      leverage our equity to acquire additional equipment financings. Under the terms
      of the WestLB credit facility we can leverage our equity 7.5 to 1. Our interest
      and rental income was $326,853 and $378,598 for the three months ended September
      30, 2005 and the period from April 14, 2005 (commencement of operations) to
      September 30, 2005, respectively. Our interest expense was $144,767 and $146,050
      for the three months ended September 30, 2005 and the period from April 14,
      2005
      (commencement of operations) to September 30, 2005, respectively. We had
      outstanding debt of $23,626,039 at September 30, 2005. Operating expenses were
      $258,941 and $437,957 for the three months ended September 30, 2005 and the
      period from April 14, 2005 (commencement of operations) to September 30, 2005,
      respectively. Administrative expenses reimbursed to related party of $106,639
      and $208,900 for the three months ended September 30, 2005 and the period from
      April 14, 2005 (commencement of operations) to September 30, 2005, respectively
      represents reimbursements made to the General Partner for expenses incurred
      for
      managing the Fund. The general and administrative expenses of $70,943 and
      $133,344 for the three months ended September 30, 2005 and period from April
      14,
      2005 (commencement of operations) to September 30, 2005, respectively represent
      various costs incurred to operate the Fund on a daily basis. Management fees
      to
      related party which are based on the size of our net investment in lease assets
      serviced by our General Partner were $43,484 and $57,838 for the three months
      ended September 30, 2005 and the period from April 14, 2005 (commencement of
      operations) to September 30, 2005, respectively. We will acquire additional
      equipment financings as we raise more capital through the sale of partnership
      units. The revenue derived from theses additional leases and loans will exceed
      the interest expense incurred by the debt incurred to obtain these financings.





We
      had a
      net loss of $65,808 and $197,183 for the three months ended September 30, 2005
      and the period from April 14, 2005 (commencement of operations) to September
      30,
      2005, respectively. The loss per limited partnership unit, after loss allocated
      to the General Partner was $(0.94) and $(3.43), for the three months ended
      September 30, 2005 and the period from April 14, 2005 (commencement of
      operations) to September 30, 2005, respectively.


19




**Liquidity
      and Capital Resources**





Our
      major
      sources of liquidity have been obtained by the sale of partnership units and
      bank debt. Our primary cash requirements, in addition to normal operating
      expenses, are for debt service, investment in leases and distributions to
      partners. In addition to cash generated from operations, we plan to meet our
      cash requirements through the sale of additional partnership units and our
      credit facility.





The
      following table sets forth our sources and uses of cash for the periods
      indicated:




Nine
                Months EndedSeptember
                30,
              2005Net
                cash used in operating activities
            
            $
            (510
            )Net
                cash used in investing activities
            
            
            (27,724,762
            )Net
                cash provided by financing activities
            
            
            30,041,082Increase
                in cash
            
            $
            2,315,810





Our
      liquidity is affected by our ability to leverage our portfolio through expansion
      of credit facilities. Our debt to equity ratio is 3.4 to 1 at September 30,
      2005. We expect that our leverage ratio will grow to 7 to 7.5 to 1 in future
      periods as we grow our net investment in equipment finance assets and we become
      fully borrowed under our line of credit with WestLB. In addition, changes in
      interest rates will affect the market value of our portfolio and our ability
      to
      obtain financing. In general, the market value of an equipment lease will change
      in inverse relation to an interest rate change where the lease has a fixed
      rate
      of return. Accordingly, in a period of rising interest rates, the market value
      of our equipment leases will decrease. A decrease in the market value of our
      portfolio will adversely affect our ability to obtain financing against our
      portfolio or to liquidate it. In addition, the term of our credit facility
      with
      WestLB include financial covenants related to our net worth and leverage we
      use.
      As of September 30, 2005, we were in compliance with all such covenants or
      they
      have been waived by the lender. If we do not meet the requirements of the
      covenants in the future, a default could occur that would have an adverse effect
      on our operations and could force us to liquidate our portfolio. In the event
      that our WestLB line of credit is not renewed in June 2006, we would
      seek to obtain an alternative credit facility with comparable
      terms.





Our
      liquidity could also be affected by higher than expected equipment lease
      defaults. Higher than expected equipment lease defaults will result in a loss
      of
      anticipated revenues. These losses may adversely affect our ability to make
      distributions to partners and, if the level of defaults is sufficiently large,
      may result in our inability to fully recover our investment in the underlying
      equipment. In evaluating our allowance for possible losses on uncollectible
      leases, we consider our contractual delinquencies, economic conditions and
      trends, industry statistics, lease portfolio characteristics and our General
      Partner's management's prior experience with similar lease assets. At September
      30, 2005, our credit evaluation indicated the need for an allowance for possible
      losses of $10,000. As our lease portfolio increases, we anticipate the allowance
      for possible losses will increase.




We
        received $7,286,209 net of offering costs of $1,113,818, from the sale of
        our
        limited partnership units as of September 30, 2005. We invested the proceeds
        raised and borrowed funds from the WestLB facility, aggregating $28,679,480
        in
        direct financing leases, notes and operating leases during
        the period April 14, 2005 (commencement of operations) to September
        30, 2005.
 
 Partner’s
        distributions paid for the three months ended September 30, 2005 and the
        period
        from April 14, 2005 (commencement of operations) to September 30, 2005 were
        $118,731 and $158,597, respectively. Distributions to partners’ were 8% of
        invested capital. As of September 30, 2005 our limited partnership units
        are
        sold for $100 per unit.


20


**ITEM
      3. - Quantitative and Qualitative Disclosures about Market Risk**





At
      September 30, 2005 our outstanding debt totaled $23,626,039. To mitigate
      interest rate risk we employ a hedging strategy using derivative financial
      instruments such as interest rate swaps, which fixes the interest rate at
      5.51%.





**ITEM
      4. - Controls and Procedures**





*Evaluation
      of Disclosure Controls and Procedures*





The
      General Partner’s chief executive officer and chief financial officer have
      evaluated the effectiveness of the design and operation of its disclosure
      controls and procedures (as defined in Rule 15d-15(e) under the Securities
      Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2005, with
      respect to the Fund. Based on their evaluation, these officers have concluded
      that these disclosure controls and procedures are effective in all material
      respects to ensure that information required to be disclosed in the Fund’s
      periodic reports filed under the Exchange Act is recorded, processed, summarized
      and reported within the time period specified by the Securities and Exchange
      Commission’s rules and forms. Based on their evaluation, the General Partner’s
      chief executive officer and chief financial officer also have concluded that
      there have been no changes in internal controls with respect to the Fund that
      materially affected, or were reasonably likely to materially affect, those
      internal controls during the third quarter of 2005.


21




**PART
      II - OTHER INFORMATION**








**ITEM** **1. - Legal Proceedings**





We
      are
      not subject to any pending legal proceedings.





**ITEM** **2.
      - Unregistered Sales of Equity Securities and Use of
      Proceeds**





Our
      limited partner units are not publicly traded. As of September 30, 2005, we
      had
      223 limited partners.





We
      are
      currently offering units of our limited partnership interest pursuant to a
      registration statement (File No. 333-116595) that was made effective by the
      Securities and Exchange Commission on December 22, 2004, when the offering
      commenced. The dealer manager for the offering is Anthem Securities, Inc. We
      registered the sale of 600,000 units of limited partnership interest at an
      aggregate offering price of $60,000,000.





The
      following table shows the use of proceeds from the offering since the effective
      date of the registration statement through September 30, 2005.





Offering
                proceeds
            
            $
            8,400,027Expenses:Sales
                commissions(1)
            
            $
            568,504Underwriting
                fees(1)
            
            
            251,319Organization
                and offering expenses(2)
            
            
            293,995Public
                offering expenses
            
            
            1,113,818Net
                offering proceeds
            
            
            7,286,209Reserves
            
            
            72,862Total
                proceeds available for investment
            
            $
            7,213,347Use
                of proceeds for investment (estimated):Used
                in operations(3)
            
            
            38,795Acquisition
                of lease portfolios(4)
            
            
            5,053,441Working
                capital
            
            
            2,121,111


(1)
            Paid
                to an affiliate of the general partner which is then remitted to
                third
                parties.(2)
            Paid
                to the general partner.(3)
            The
                general partner was reimbursed $208,900 for operating expenses and
                asset
                management fees of $57,838.(4)
            Included
                are asset acquisition fees of $534,879 that were paid to our general
                partner.





22


**ITEM
      6. - Exhibits.**








Exhibit
                No.
            
            Description31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification31.2
            
            Rule
                13a-14(a)/15d-14(a) Certification32.1
            
            Section
                1350 Certification32.2
            
            Section
                1350 Certification





**SIGNATURES**
 
 
 Pursuant
        to the requirements of Section 13 or 15(d) 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.
  **LEASE
                  EQUITY APPRECIATION FUND II, L.P.**A
                  Delaware Limited PartnershipBy:
                  LEAF Financial Corporation, its General PartnerNovember
                  14, 2005
              /s/
                  Crit DeMent
                CRIT
                  DEMENTChairman
                  and Chief Executive Officer
                of
                  the General PartnerNovember
                  14, 2005
              /s/
                  Robert K. Moskovitz
                ROBERT
                  K. MOSKOVITZChief
                  Financial Officer, Treasurer
                of
                  the General Partner


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