<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-KSB

                 Annual Report Pursuant to Section 13 or 15(d)
                      of Securities Exchange Act of 1934

                                                              Commission  File
For the fiscal year ended December 31, 1998                   Number 0-17461
                          -----------------                          -------

             SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
      -----------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)

          Virginia                                             54-1288787
-------------------------------                           -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or  organization)                           Identification No.)

5 Cambridge Center, Cambridge, Massachusetts                           02142
--------------------------------------------                           -----
  (Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:            (617) 234-3000
                                                               --------------

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

Securities registered pursuant to Section 12(g) of the Act:

                     Units of Limited Partnership Interest
                     -------------------------------------
                               (Title of Class)

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 X     No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

Registrant's revenues for its most recent fiscal year were $4,972,887.

No market exists for the limited partnership interests of the Registrant, and,
therefore, no aggregate market value can be determined.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                     None


<PAGE>


                                    PART I

Item 1.  Business.

         Southeastern Income Properties II Limited Partnership (the
"Registrant") was organized under the Virginia Uniform Limited Partnership Act
on September 20, 1984 for the purpose of acquiring, owning, operating, and
ultimately selling existing residential apartment complexes located primarily
in the southeastern United States. The general partner of the Registrant is
Winthrop Southeast Limited Partnership, a Delaware limited partnership ("WSLP"
or the "Managing General Partner"), whose general partner is Eight Winthrop
Properties, Inc., a Delaware corporation ("Eight Winthrop").

         In 1988, the Registrant sold, pursuant to a Registration Statement
filed with the Securities and Exchange Commission, 50,000 assignee units of
limited partnership interest ("Units") in the Registrant at a purchase price
of $500 per Unit (an aggregate of $25,000,000).

         The Registrant's only business is acquiring, owning, operating and
ultimately selling residential apartment complexes. See Item 2, "Description
of Properties." The Registrant invested $16,042,088 of the original offering
proceeds (net of sales commissions and sales and organizational costs, but
including acquisition fees and expenses) in four residential apartment
properties. All four properties were acquired by the Registrant directly.
Three properties were purchased free and clear of mortgage indebtedness, while
the fourth, St. Michaels, was purchased subject to an existing mortgage loan.
As a result of the value of St. Michaels being less than the balance on the
loan at its maturity, on August 1, 1997 the lender foreclosed on St. Michaels.
During the second half of 1998, the Registrant sold two of its Properties. See
"Sales" below. As a result, the Registrant currently owns only one property
which is currently under contract for sale. If the remaining property is sold,
the Registrant will be liquidated in 1999.

Property Matters

         St. Michaels Apartments - The Mortgage loan for the St. Michaels
property matured on June 1, 1997. As a result of the principal balance on the
mortgage loan being in excess of the property's value, the Partnership was
unable to refinance such loan or sell the property at a value sufficient to
satisfy the loan. As a result, the mortgage lender foreclosed on the property
as of August 1, 1997. The Partnership recognized an extraordinary gain on such
foreclosure of $757,801.

         Coppercroft Apartments - On August 13, 1998, the Registrant sold
Coppercroft Apartments located in Roanoke, Virginia to an unaffiliated third
party for a purchase price of $3,200,000. Net proceeds to the Registrant,
after satisfaction of closing costs, were $2,984,900. The sale generated a
gain of approximately $511,000 for financial reporting purposes. Net proceeds
from the sale were distributed to the Registrant's partners during the fourth
quarter of 1998.


                                      2

<PAGE>


         Greenbryre Apartments - On December 1, 1998, the Registrant sold
Greenbryre Apartments located in Charlotte, North Carolina to an unaffiliated
third party for a purchase price of $5,550,000. Net proceeds to the
Registrant, after satisfaction of closing costs, were $5246, 400. The sale
generated a gain of approximately $1,553,000 for financial reporting purposes.
Net proceeds from the sale were distributed to the Registrant's partners
during the fourth quarter of 1998.

         Hunter's Creek Apartments - On October 20, 1998, the Registrant
entered into an agreement to sell its Hunter's Creek Apartments property to an
unaffiliated third party for a purchase price of $7,750,000. This sale is
conditioned upon the buyer being able to assume the existing loan encumbering
the property. It is expected that this sale, if it is consummated, will close
during the second quarter of 1999. There can be no assurance, however, that
this sale will be consummated or, if consummated, that it will be sold at the
current purchase price.

Employees

         The Registrant does not have any employees. Until March 18, 1996,
management services were performed for the Registrant at its properties by
on-site personnel all of whom were employees of Winthrop Management, an
affiliate of the Managing General Partner, which directly managed the
Registrant's properties. All payroll and associated expenses of such on-site
personnel were fully reimbursed by the Registrant to Winthrop Management.
Pursuant to a management agreement, Winthrop Management provided certain
property management services to the Registrant in addition to providing
on-site management. Winthrop Management is a Massachusetts general partnership
whose Managing General partner is First Winthrop Corporation, the parent of
Eight Winthrop.

         On March 18, 1996, Registrant appointed an unaffiliated management
company to assume management of its properties. (See "Item 3, Legal
Proceedings.") The provisions of the new management agreement are
substantially similar to those of the Winthrop Management Agreement. The term
of the existing Management Agreement is for one year, renewable annually.

Competition

         The real estate business is highly competitive and the Registrant's
remaining property has active competition from similar properties in the
vicinity. Furthermore, various limited partnerships controlled by the Managing
General Partner and/or its affiliates are also engaged in business which may
be competitive with the Registrant. The Registrant is also competing for
potential buyers with respect to the ultimate sale of its remaining property.
See "Item 6, Management's Discussion and Analysis of Financial Condition and
Results of Operation."


                                      3


<PAGE>


Item 2.  Description of Property.

       The Registrant's remaining property, Hunter's Creek Apartments (the
"Property"), is located in Charlottesville, Virginia and contains 240
apartment units. The Property, which is owned in fee simple by the Registrant,
was originally acquired by the Registrant on September 29, 1984 for a purchase
price of $7,585,054. The Property is subject to a first mortgage loan which
had a principal balance of $3,916,472 at December 31, 1998, bears interest at
9.52% per annum and matures on March 31, 2000, at which time the outstanding
principal balance due on the loan will be $3,833,000.

         The following table sets forth the average annual occupancy rate and
per unit average monthly rental rate at the Property for the years ended
December 31, 1997 and 1998.

                                             1998          1997
                                             ----          ----

            Occupancy                        85%           84%
            Average Monthly Rent/Unit        $550          $539

         Set forth below is a table showing the carrying value and accumulated
depreciation and federal tax basis of the Property as of December 31, 1998.

                                                                    Federal
  Carrying         Accumulated                                        Tax
    Value          Depreciation        Rate         Method           Basis
 ----------        ------------      --------      --------       -----------

 $9,093,000         $3,612,000       5-30 yrs         S/L          $3,757,726

         The realty tax rate and realty taxes paid for the Property in 1998
were $.63 and $57,000, respectively.

         As noted under "Item 1, Description of Business", the real estate
industry is highly competitive. The Property is subject to competition from
other apartment complexes in the area. The Registrant maintains property and
liability insurance on the Property which the Registrant believes to be
adequate. The apartment leases for the Property are for a term of one year or
less, and no tenant leases 10% or more of the available rental space. Except
for necessary capital expenditures, the Registrant has no present intentions
of investing any additional capital in the Property.

Item 3.  Legal Proceedings.

         The Registrant is not a party, nor are any of its properties subject,
to any material pending legal proceedings.


                                      4

<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matter was submitted to a vote of security holders during the
period covered by this report.



                                      5


<PAGE>



                                    PART II

Item 5.  Market Price for the Registrant's Common Equity and Related
         Stockholder Matters.

         The Registrant is a partnership and thus has no common stock. There
is currently no established public market in which the Units are traded, nor
is it anticipated that a public market will develop. Trading in the Units is
sporadic and occurs solely through private transactions.

         As of March 1, 1999, there were 1,714 holders of 35,801 Units.

         Distributions of $9,471,513 ($264.56 per Unit) were made to holders
of the Units for the year ended December 31, 1998 from proceeds of the sales
of Coppercroft Apartments and Greenbryre Apartments, and cash flow from
operations. No distributions were made to holders of Units during the year
ended December 31, 1997. See "Item 6, Management's Discussion and Analysis or
Plan of Operation," for information relating to the Registrant's future
distributions.

                                      6

<PAGE>

Item 6.       Management's Discussion and Analysis or Plan of Operation.
              ---------------------------------------------------------

              The matters discussed in this Form 10-KSB contain certain
              forward-looking statements and involve risks and uncertainties
              (including changing market conditions, competitive and regulatory
              matters, etc.) detailed in the disclosure contained in this Form
              10-KSB and the other filings with the Securities and Exchange
              Commission made by the Registrant from time to time. The
              discussion of the Registrant's business and results of operations,
              including forward-looking statements pertaining to such matters,
              does not take into account the effects of any changes to the
              Registrant's business and results of operations. Accordingly,
              actual results could differ materially from those projected in the
              forward-looking statements as a result of a number of factors,
              including those identified herein.

              Liquidity and Capital Resources
              -------------------------------

              The Registrant receives rental income from its properties and is
              responsible for operating expenses, administrative expenses,
              capital improvements and debt service payments. During 1998, the
              Registrant sold two of its three properties. The remaining
              property, Hunters Creek, located in Virginia, is leased to tenants
              who are subject to leases of up to one year. Upon sale of the
              Registrant's remaining property, the Partnership will be
              liquidated.

              During the year ended December 31, 1998, rental revenue and other
              income from the properties, along with interest income from the
              Registrant's short-term investments, was sufficient to cover all
              operating expenses and debt service of the properties and all
              administrative expenses of the Registrant; as well as all capital
              improvements made to the properties during 1998. The Registrant
              had $566,770 of cash and cash equivalents at December 31, 1998, as
              compared to 1,160,850 as of December 31, 1997. The decrease of
              $594,080 in cash and cash equivalents was due to $9,526,796 of
              cash used in financing activities which was partially offset by
              $7,920,856 of cash provided by investing activities and $1,011,860
              of cash provided by operating activities. Cash used in financing
              activities primarily consisted of $9,484,043 of distributions to
              partners and $39,503 of mortgage principal payments. Distributions
              made during the year ended December 31, 1998 consisted of proceeds
              from the sale of the Partnership's Copper Croft and Greenbyre
              properties and excess cash flow from operations. Net cash provided
              by investing activities consisted of $8,231,300 of net proceeds
              from the sale of Registrant's Copper Croft and Greenbyre
              properties, which was slightly offset by $249,712 of improvements
              to real estate and a $60,732 increase in replacement reserves. All
              other increases (decreases) in assets and liabilities are the
              result of the timing of certain receipts and payments.

              It is expected that future rental revenue and other income from
              the Registrant's remaining property will continue to be sufficient
              to cover all administrative expenses of the Registrant and all
              operating expenses and debt service of the property, as well as
              necessary capital expenditures. At December 31, 1998, the
              Registrant has $566,770 of unrestricted cash reserves. The
              Registrant has invested, and expects to continue to invest, such
              amounts in money market instruments until required for partnership
              purposes. As of December 31, 1998, the Registrant had $419,995 in
              reserves held by the mortgage lender, the use of which is
              restricted for capital improvements to the Hunters Creek
              Apartments. Therefore, as of December 31, 1998, the Registrant has
              total reserves of $986,765, which is expected to be sufficient to
              satisfy working capital requirements of the Registrant. The
              Registrant, as required by the Registrant's Partnership Agreement,
              must retain as working capital reserves an amount equal to at
              least 1% of capital contributions of the Unit Holders.

              On August 13, 1998, the Partnership sold its Copper Croft
              Apartments property to an unaffiliated third party for a purchase
              price of $3,200,000. After closing costs and adjustments, the
              Registrant received net proceeds of $2,984,900. For financial
              reporting purposes, the sale resulted in a gain of approximately
              $511,000.

              On December 1, 1998, the Partnership sold The Greenbyre Apartments
              property to an unaffiliated third party for a purchase price of
              $5,550,000. After closing costs and adjustments, the Registrant
              received net proceeds of $5,246,400. For financial reporting
              purposes, the sale resulted in a gain of approximately $1,553,000.

              The Partnership has entered into an agreement with an unaffiliated
              third party to sell the Hunters Creek Apartments property, the
              only remaining property of the Registrant, for a sales price of
              $7,750,000. The sale is conditioned upon the buyer being able to
              assume the existing loan encumbering the property, which matures
              in March 2000 with a balloon payment of $3,833,000. It is expected
              that this sale, if consummated, will close during the second
              quarter of 1999. There can be no assurance, however, that this
              sale will be consummated or, if consummated, that it will be sold
              at the current selling price. For financial statement purposes the
              sale will result in a gain in 1999.

<PAGE>

              Results of Operations
              ---------------------

              The Registrant's income before extraordinary gain for the year
              ended December 31, 1998 was $2,414,416 as compared to $196,242 for
              the year ended December 31, 1997. The increase in income before
              extraordinary gain was due primarily to $2,064,244 in gain on sale
              of properties.

              Rental income decreased for the year ended December 31, 1998 as
              compared to 1997, as a result of the sale of the Registrant's
              Copper Croft and Greenbyre properties in 1998. Rental revenue for
              the remaining property increased by $16,233 for 1998, as compared
              to 1997, due to increased average occupancy and rental rate. Other
              income decreased by $138,385 as a result of the property sales.

              Operating expenses declined for the year ended December 31, 1998,
              as compared to 1997, primarily due to property sales. Operating
              expenses at the Registrant's remaining property declined primarily
              due to lower repair and maintenance expense. All other expenses at
              the remaining property remained relatively constant.

              Year 2000
              ---------

              The Year 2000 Issue is the result of computer programs being
              written using two digits rather than four to define the applicable
              year. The Registrant is dependent upon the Managing General
              Partner and its affiliates for management and administrative
              services. Any computer programs or hardware that have
              date-sensitive software or embedded chips may recognize a date
              using "00" as the year 1900 rather than the year 2000. This could
              result in a system failure or miscalculations causing disruptions
              of operations, including, among other things, a temporary
              inability to process transactions, send invoices, or engage in
              similar normal business activities.

              During the first half of 1998, the Managing General Partner and
              its affiliates completed their assessment of the various computer
              software and hardware used in connection with the management of
              the Registrant. This review indicated that significantly all of
              the computer programs used by the Managing General Partner and its
              affiliates are off-the-shelf "packaged" computer programs which
              are easily upgraded to be Year 2000 compliant. In addition, to the
              extent that custom programs are utilized by the Managing General
              Partner and its affiliates, such custom programs are Year 2000
              compliant.

              Following the completion of its assessment of the computer
              software and hardware, the Managing General Partner and its
              affiliates began upgrading those systems which required upgrading.
              To date, significantly all of these systems have been upgraded.
              The Registrant has to date not borne, nor is it expected that the
              Registrant will bear any significant cost, in connection with the
              upgrade of those systems to requiring remediation. It is expected
              that all systems will be remediated, tested and implemented during
              the first half of 1999.

              To date, the Managing General Partner is not aware of any external
              agent with a Year 2000 issue that would materially impact the
              Registrant's results of operations, liquidity or capital
              resources. However, the Managing General Partner has no means of
              ensuring that external agents will be Year 2000 compliant. The
              Managing General Partner does not believe that the inability of
              external agents to complete their Year 2000 resolution process in
              a timely manner will have a material impact on the financial
              position or results of operations of the Registrant. However, the
              effect of non-compliance by external agents is not readily
              determinable.

<PAGE>

Item 7.  Financial Statements
         --------------------


              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                              Financial Statements
                              --------------------

                          Year Ended December 31, 1998
                          ----------------------------

                                Table of Contents
                                -----------------

                                                                        Page
                                                                      --------

Independent Auditors' Reports                                            F-2

Financial Statements:

Balance Sheets at December 31, 1998 and 1997                             F-4

Statements of Operations for the Years Ended

     December 31, 1998 and 1997                                          F-5

Statements of Partners' Capital for the Years Ended

     December 31, 1998 and 1997                                          F-6

Statements of Cash Flows for the Years Ended

     December 31, 1998 and 1997                                          F-7

Notes to Financial Statements                                            F-8


<PAGE>


                          Independent Auditors' Report
                          ----------------------------

To the Partners of
Southeastern Income Properties II Limited Partnership


We have audited the accompanying balance sheet of Southeastern Income Properties
II Limited Partnership (the "Partnership") as of December 31, 1998, and the
related statement of operations, changes in partners? capital and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Southeastern Income Properties
II Limited Partnership, as of December 31, 1998, and the results of its
operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

                                                    Certified Public Accountants

New York, New York
February 18, 1999

                                      F - 2

<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Partners and Unit Holders of
Southeastern Income Properties II Limited Partnership

     We have audited the accompanying balance sheets of Southeastern Income
Properties II Limited Partnership as of December 31, 1997, and the related
statements of operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Southeastern Income
Properties II Limited Partnership as of December 31, 1997, and the results of
its operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

                                       /s/ Reznick, Fedder and Silverman
Bethesda, Maryland
February 20, 1998

                                    F - 3

<PAGE>

              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                                 BALANCE SHEETS
                                 --------------

<TABLE>
<CAPTION>
                                                                                               December 31,
                                                                              ---------------------------------------------
                                                                                     1998                     1997
                                                                              --------------------    ---------------------
<S>                                                                           <C>                     <C>                 
Assets
------
Real Estate, at cost:

Land                                                                          $           770,964     $          1,930,156
Buildings and building improvements                                                     6,810,936               14,200,144
Personal property                                                                       1,511,199                2,381,325
                                                                              --------------------    ---------------------

                                                                                        9,093,099               18,511,625

Less:  Accumulated depreciation                                                         3,612,148                6,606,923
                                                                              --------------------    ---------------------

                                                                                        5,480,951               11,904,702
Other Assets:

Cash and cash equivalents                                                                 566,770                1,160,850
Tenant security deposits                                                                   57,653                   79,220
Replacement reserves                                                                      419,995                  359,263
Deferred loan costs, net of accumulated amortization
    of $182,847 (1998) and $157,032 (1997)                                                 33,028                   55,593
Other assets                                                                              118,645                   76,995
                                                                              --------------------    ---------------------

         Total Assets                                                         $         6,677,042     $         13,636,623
                                                                              ====================    =====================

Liabilities and Partners' Capital
---------------------------------

Liabilities:

Mortgage note payable                                                         $         3,916,472     $          3,955,975
Prepaid rent                                                                               20,090                   11,724
Accrued interest payable                                                                   32,400                   32,400
Tenant security deposits payable                                                           50,723                   80,418
Accounts payable and accrued expenses                                                     197,087                   26,209
                                                                              --------------------    ---------------------

         Total Liabilities                                                              4,216,772                4,106,726
                                                                              --------------------    ---------------------

Partners' Capital:

Special limited partner's deficit                                                      (1,216,579)              (1,254,577)
Limited partner unit holders' equity-
   50,000 units authorized, 35,801 outstanding                                          3,653,682               10,783,947
General partner's equity                                                                   23,167                      527
                                                                              --------------------    ---------------------

         Total Partners' Capital                                                        2,460,270                9,529,897
                                                                              --------------------    ---------------------

         Total Liabilities and Partners' Capital                              $         6,677,042     $         13,636,623
                                                                              ====================    =====================

</TABLE>


                       See notes to financial statements.

                                      F - 4

<PAGE>

              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                            STATEMENTS OF OPERATIONS
                            ------------------------

<TABLE>
<CAPTION>
                                                                  Years Ended December 31,
                                                      -------------------------------------------------
                                                               1998                      1997
                                                      -----------------------    ----------------------

<S>                                                   <C>                         <C>                 
Revenues:

Rental                                                $            2,650,121      $          3,434,336
Interest income                                                       91,948                    38,871
Other income                                                         166,574                   304,959
Gain on sale of properties                                         2,064,244                         -
                                                      -----------------------    ----------------------

         Total revenues                                            4,972,887                 3,778,166
                                                      -----------------------    ----------------------

Expenses:

Leasing                                                              116,441                   167,415
General and administrative                                           221,794                   316,623
Management fees                                                      158,575                   214,217
Utilities                                                            214,853                   311,124
Repairs and maintenance                                              547,019                   670,016
Insurance                                                             99,842                   137,573
Taxes                                                                142,769                   257,927
                                                      -----------------------    ----------------------

         Total operating expenses                                  1,501,293                 2,074,895

Other Expenses:

Partnership expenses                                                 108,925                   152,762
Interest expense                                                     381,270                   532,005
Depreciation and amortization                                        566,983                   822,262
                                                      -----------------------    ----------------------

         Total expenses                                            2,558,471                 3,581,924
                                                      -----------------------    ----------------------

Income before extraordinary item                                   2,414,416                   196,242

Extraordinary gain on extinguishment of debt                      -                            757,801
                                                      -----------------------    ----------------------

     Net income                                       $            2,414,416      $            954,043
                                                      =======================    ======================

Net income allocated:

     Special Limited Partner                          $               49,024      $            133,566

     Limited Partners                                              2,341,248                   810,937

     General Partner                                                  24,144                     9,540
                                                      -----------------------    ----------------------

                                                      $            2,414,416      $            954,043
                                                      =======================    ======================

Net income per limited partner unit:
     Income before extraordinary item                 $                65.40      $               4.66
     Extraordinary gain                                                    -                     17.99
                                                      -----------------------    ----------------------

     Net income                                       $                65.40      $              22.65
                                                      =======================    ======================

Distributions per unit:
     Limited Partners                                 $               264.56      $                  -
                                                      =======================    ======================
</TABLE>

                       See notes to financial statements.

                                      F - 5

<PAGE>

              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                         STATEMENTS OF PARTNERS' CAPITAL
                         -------------------------------
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                     --------------------------------------


<TABLE>
<CAPTION>
                                          Units of               Special                              
                                          Limited                Limited               Limited        
                                        Partnership             Partner's             Partners'       
                                          Interest               Capital               Capital        
                                     -------------------   --------------------  -------------------- 

<S>                                  <C>                   <C>                   <C>                  
Balance - December 31, 1996          $           35,801    $        (1,388,143)  $         9,973,010  

   Net income                                         -                133,566               810,937  
                                     -------------------   --------------------  -------------------- 

Balance - December 31, 1997          $           35,801             (1,254,577)           10,783,947  

   Distributions                                      -                (11,026)           (9,471,513) 
   Net income                                         -                 49,024             2,341,248  
                                     -------------------   --------------------  -------------------- 

Balance - December 31, 1998          $           35,801    $        (1,216,579)  $         3,653,682  
                                     ===================   ====================  ==================== 


<CAPTION>
                                          General
                                         Partner's
                                         (Deficit)               Total
                                          Capital               Capital
                                    --------------------  --------------------

<S>                                 <C>                   <C>                
Balance - December 31, 1996         $            (9,013)  $         8,575,854

   Net income                                     9,540               954,043
                                    --------------------  --------------------

Balance - December 31, 1997                         527             9,529,897

   Distributions                                 (1,504)           (9,484,043)
   Net income                                    24,144             2,414,416
                                    --------------------  --------------------

Balance - December 31, 1998         $            23,167   $         2,460,270
                                    ====================  ====================

</TABLE>












                       See notes to financial statements.

                                      F - 6

<PAGE>

              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                            STATEMENTS OF CASH FLOWS
                            ------------------------

<TABLE>
<CAPTION>
                                                                                         Years Ended December 31,
                                                                              ------------------------------------------------
                                                                                      1998                      1997
                                                                              ----------------------    ----------------------
<S>                                                                           <C>                       <C>                  
Cash Flows From Operating Activities:

Net income                                                                    $           2,414,416     $             954,043
Adjustments to reconcile net income to
net cash provided by operating activities:
     Depreciation                                                                           541,168                   789,466
     Amortization                                                                            25,815                    32,796
     Gain on sale of properties                                                          (2,064,244)                        -
     Extraordinary gain on foreclosure                                                            -                  (757,801)

Changes in assets and liabilities:
     Tenant security deposits                                                                21,567                    82,835
     Other assets                                                                           (76,411)                  (90,517)
     Prepaid rent                                                                             8,366                    (6,199)
     Tenant security deposits payable                                                       (29,695)                  (20,092)
     Accounts payable and accrued expenses                                                  170,878                   (71,300)
                                                                              ----------------------    ----------------------

     Net cash provided by operating activities                                            1,011,860                   913,231
                                                                              ----------------------    ----------------------

Cash Flows From Investing Activities:

     Net proceeds from sale of property                                                   8,231,300                         -
     Additions to building and improvements                                                (249,712)                 (372,401)
     Changes in replacement reserves                                                        (60,732)                   40,415
                                                                              ----------------------    ----------------------

     Net cash provided by (used in) investing activities                                  7,920,856                  (331,986)
                                                                              ----------------------    ----------------------

Cash Flows From Financing Activities:

     Principal payments on mortgage note                                                    (39,503)                  (67,475)
     Payment of deferred loan costs                                                          (3,250)                        -
     Cash distributions paid to partners                                                 (9,484,043)                        -
                                                                              ----------------------    ----------------------

     Cash used in financing activities                                                   (9,526,796)                  (67,475)
                                                                              ----------------------    ----------------------

Net (decrease) increase in cash and cash equivalents                                       (594,080)                  513,770

Cash and cash equivalents, beginning of year                                              1,160,850                   647,080
                                                                              ----------------------    ----------------------

Cash and cash equivalents, end of year                                        $             566,770     $           1,160,850
                                                                              ======================    ======================

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest                                                        $             381,270     $             532,045
                                                                              ======================    ======================

Supplemental Disclosure of Non-Cash Investing
 and Financing Activities:

</TABLE>


Extraordinary gain on extinguishment of debt and loan foreclosure in 1997 - see
Note 6

                       See notes to financial statements.

                                      F - 7



<PAGE>


              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                     --------------------------------------

Note 1     -    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------          -----------------------------------------------------------

                Southeastern Income Properties II Limited Partnership (the
                "Partnership") was originally formed in September 1984 for the
                purpose of acquiring, operating and ultimately selling existing
                apartment communities.

                The Partnership Agreement (the "Agreement") has been amended
                several times. Among the amendments were changes in the
                allocation of net loss between general and limited partners
                during the periods. The Agreement provided for K-A Southeastern
                Income Properties II Limited Partnership ("K-A SIP II"), a
                Virginia limited partnership, to be the general partner and for
                a public offering of up to 50,000 assignee units of limited
                partnership interest ("Units") at $500 per unit. Purchasers of
                Units ("Unit Holders") are assignees of the limited partner and
                are entitled to all the rights and economic benefits of a
                limited partner. During 1988, the Partnership sold 35,801 units.
                The Partnership used a portion of the offering to repay debt
                related to Hunters Creek Apartments and to pay for a portion of
                the cost of acquiring Copper Croft in Roanoke, Virginia, The
                Greenbyre in Charlotte, North Carolina and St. Michaels in
                Newport News, Virginia. During 1998, the Partnership sold its
                Copper Croft and Greenbyre properties. The Partnership's St.
                Michaels property was lost through foreclosure in 1997. The
                Partnership's remaining property is Hunters Creek Apartments
                located in Charlottesville, Virginia.

                In early 1992, the Unit Holders approved certain changes in (and
                amendments to) the Agreement, which converted K-A SIP II to a
                special limited partner and admitted Winthrop Southeast Limited
                Partnership ("WSLP" or the "General Partner") as the sole
                general partner, effective February 12, 1992. K-A SIP II
                retained its current capital account and adjusted capital
                contribution upon its conversion to special limited partner
                status. Under the revised Agreement, taxable income and loss is
                to be allocated 85% to Unit Holders, 14% to K-A SIP II and 1% to
                WSLP. Federal tax regulations, however, limit allocations of net
                losses due to considerations as provided in Internal Revenue
                Section 704(b). The revised Agreement also provides for K-A SIP
                II and WSLP to receive .99% and .01%, respectively, and the
                limited partners to receive the remaining 99%, of distributable
                cash from operations for the five-years from the date WSLP
                became the Partnership's general partner and an .88% and .12%
                split between K-A SIP II and WSLP, respectively, thereafter,
                until the Unit Holders have received their preferred return.
                After the Unit Holders have received a noncompounded,
                noncumulative annual cost return equal to 10% of their capital
                contributions, as adjusted for certain capital transactions, K-A
                SIP II and WSLP will receive 14% and 1%, respectively, of
                distributable cash from operations for five years from the date
                WSLP became the Partnership's general partner and 12.32% and
                2.68%, respectively, thereafter. Cash distributions resulting
                from the sale of the Partnership's properties are first
                allocated 99% to Unit Holders until they receive a return of
                their adjusted capital contributions, as defined. Gains arising
                from the sale of the Partnership's properties are allocated
                based upon cash distributions from sales. Winthrop Management
                ("Winthrop"), an affiliate of WSLP, served as the management
                agent for the properties from August 1, 1991 through March 17,
                1996, and Insignia Management Group, LP (which was subsequently
                acquired by Apartment Investment and Management Company
                ("AIMCO") effective October 1, 1998) served as the management
                agent for the properties effective March 18, 1996 through
                October 31, 1998 (see Note 3). Subsequent to October 31, 1998,
                an unaffiliated third party manages the property.

                                      F - 8


<PAGE>


              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                     --------------------------------------
                                   (Continued)
                                   -----------

Note 1     -    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------          -----------------------------------------------------------
                (Continued)
                -----------

                Upon liquidation of the Partnership, after payment of, or
                adequate provision for, the debts and obligations of the
                Partnership, the remaining assets of the Partnership would be
                distributed to all partners and Unit Holders with positive
                capital accounts in the proportion that the positive balance in
                each partner's or Unit Holder's capital account bore to the
                aggregate of such positive balances, after taking into account
                all capital account adjustments for the Partnership's taxable
                year during which such liquidation occurred.

                Real Estate
                -----------

                Real estate is carried at cost, adjusted for depreciation and
                impairment of value. Depreciation is determined by the
                straight-line method over estimated useful lives of
                approximately 27 to 30 years for buildings and improvements and
                5 to 7 years for personal property. In accordance with Statement
                of Financial Accounting Standards ("SFAS") No. 121, "Accounting
                for the Impairment of Long-Lived Assets and for Long-Lived
                Assets to Be Disposed of," the Partnership records impairment
                losses for long-lived assets used in operations when indicators
                of impairment are present and the undiscounted cash flows are
                not sufficient to recover the asset's carrying amount. The
                impairment loss is measured by comparing the fair value of the
                asset to its carrying amount.

                Deferred Loan Costs
                -------------------

                Loan costs incurred in connection with obtaining financing on
                the Hunters Creek property are being amortized on a
                straight-line basis over the term of the loan.

                Concentration of Credit Risk
                ----------------------------

                The Partnership maintains cash balances at institutions insured
                up to $100,000 by the Federal Deposit Insurance Corporation.
                Balances in excess of $100,000 are usually invested in money
                market accounts, secured by United States Treasury obligations.
                Cash balances exceeded these insured levels during the year.

                Replacement Reserves
                --------------------

                Replacement Reserves are comprised of Partnership funds held by
                the Partnership's mortgage lender, the use of which are limited
                to specific capital or other costs, and totaled $419,995 and
                $359,263 at December 31, 1998 and 1997, respectively.

                Rental Income
                -------------

                Rental income is recognized as rents become due. Rental payments
                received in advance are deferred until earned. All leases
                between the Partnership and the tenants of the property are
                operating leases for terms of up to one year.

                                      F - 9


<PAGE>


              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                     --------------------------------------
                                   (Continued)
                                   -----------

Note 1     -    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------          -----------------------------------------------------------
                (Continued)

                Income Taxes
                ------------

                Taxable income or loss of the Partnership is recorded in the
                income tax returns of its partners. Accordingly, no provision
                for income taxes is made in the financial statements of the
                Partnership.

                Use of Estimates
                ----------------

                The preparation of financial statements in conformity with
                generally accepted accounting principles requires management to
                make estimates and assumptions that affect the amounts reported
                in the financial statements and accompanying notes. Actual
                results could differ from those estimates.

                Disclosures About the Fair Value of Financial Instruments
                ---------------------------------------------------------

                SFAS No. 107 "Disclosures About the Fair Value of Financial
                Instruments", requires that disclosure be made of estimates of
                the fair value of each class of financial instrument. Financial
                instruments held by the Partnership as of December 31, 1998 and
                1997, consist primarily of cash and cash equivalents, short-term
                trade receivables and payables, for which the carrying amounts
                approximate fair values due to the short-term maturity of these
                instruments, and long-term debt. The Partnership estimates the
                fair value of its fixed rate mortgage by discounted cash flow
                analysis, based on estimated borrowing rates currently available
                to the Partnership.

                Net Income (Loss) Allocated to Each Unit
                ----------------------------------------

                Net income (loss) allocable to each Limited Partner's Unit is
                computed using the weighted average number of units outstanding
                in each year.

                Cash Equivalents
                ----------------

                The Partnership considers all highly liquid investments with
                original maturities of three months or less at the time of
                purchase to be cash equivalents.

                Reclassifications
                -----------------

                Certain amounts from 1997 have been reclassified to conform to
                the 1998 presentation.

                                     F - 10


<PAGE>


              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                     --------------------------------------
                                   (Continued)
                                   -----------

Note 1     -    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------          -----------------------------------------------------------
                (Continued)

                Segment Reporting
                -----------------

                In June 1997, the Financial Accounting Standards Board issued
                SFAS No. 131, "Disclosures about Segments of an Enterprise and
                Related Information," which is effective for years beginning
                after December 15, 1997. SFAS 131 established standards for the
                way that public business enterprises report information about
                operating segments in annual financial statements and requires
                that those enterprises report selected information about
                operating segments in interim financial reports. It also
                establishes standards for related disclosures about products and
                services, geographic areas, and major customers. The Partnership
                has one reportable segment, residential real estate. The
                Partnership evaluates performances based on net operating
                income, which is income before depreciation, amortization,
                interest and non-operating items.

Note 2     -    MORTGAGE PAYABLE
------          ----------------

                During 1993, the Partnership refinanced the mortgage encumbering
                the Hunters Creek property by obtaining a $4,100,000 mortgage.
                The mortgage balance outstanding is $3,916,472 and $3,955,975 at
                December 31, 1998 and 1997, respectively. Monthly installments
                totaling $34,535 of principal interest at 9.52% per annum are
                due through March 1, 2000, with a balloon payment of
                approximately $3,833,000. It is management's estimate that the
                carrying amount of the Partnership's mortgage payable
                approximates its fair value.

                Annual principal payments are due as follows:

                                 1999                 $             43,435
                                 2000                            3,873,037
                                                      --------------------
                                                      $          3,916,472
                                                      ====================

Note 3     -    RELATED PARTY TRANSACTIONS
------          --------------------------

                The Partnership has incurred charges and made commitments to
                companies affiliated by common ownership and management with
                WSLP. Related party transactions with WSLP and its affiliates
                include the following:

                                     F - 11


<PAGE>


              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                     --------------------------------------
                                   (Continued)
                                   -----------


Note 3     -    RELATED PARTY TRANSACTIONS (Continued)
------          --------------------------------------

                  (a)      On October 28, 1997, Insignia Financial Group, Inc.
                           ("Insignia") acquired 100% of the Class B Stock of
                           First Winthrop Corporation, an affiliate of the
                           General Partner. On October 1, 1998, Insignia merged
                           with and into AIMCO. As a result, AIMCO controls the
                           General Partner of the Partnership.

                  (b)      Investor servicing fees paid or accrued by the
                           Partnership to affiliates of the General Partner,
                           totaled $18,342 and $31,031 during the years ended
                           December 31, 1998 and 1997, respectively, and are
                           included in management fees.

                  (c)      The Partnership pays to an affiliate of the general
                           partner property management fees equal to 5% of gross
                           revenue, as defined. Management fees paid to an
                           affiliate were $127,971 and $26,401 for the years
                           ended December 31, 1998 and 1997, respectively.

                  (d)      In accordance with the Agreement, the General Partner
                           received $1,504 in cash distributions for the year
                           ended December 31, 1998.

                  (e)      In connection with the sale of the Partnership's
                           Copper Croft and Greenbyre properties, an affiliate
                           of the General Partner received sales commissions
                           totaling $130,500 for the year ended December 31,
                           1998.

Note 4     -    DISTRIBUTIONS
------          -------------

                In 1998, the Partnership distributed $9,471,513 ($264.56 per
                unit) to Unit Holders. This distribution was comprised of
                proceeds from property sales and cash flow from operations. No
                cash distributions were made in 1997.

                                     F - 12


<PAGE>

              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                     --------------------------------------
                                   (Continued)
                                   -----------


Note 5     -    RECONCILIATION TO THE INCOME TAX METHOD OF ACCOUNTING
------          -----------------------------------------------------

                The differences between the accrual method of accounting for
                income tax reporting and the accrual method of accounting used
                in the financial statements are as follows:

<TABLE>
<CAPTION>
                                                                             1998                       1997
                                                                     ---------------------      ---------------------

                 <S>                                                 <C>                        <C>                 
                 Net income - financial statements                   $          2,414,416       $            954,043
                 Differences resulted from:
                      Depreciation                                              (138,844)                   (96,262)
                      Gain on disposal of property                                144,982                  (834,019)
                      Other                                                         7,455                   (16,612)
                                                                     ---------------------      ---------------------

                 Net income - income tax method                      $          2,428,009       $              7,150
                                                                     =====================      =====================

                 Partners' capital - financial statements            $          2,460,270       $          9,529,897
                 Differences resulted from:
                      Depreciation                                            (3,304,146)                (2,640,519)
                      Offering costs                                            1,706,304                  1,706,304
                      Recapitalization of Partnership                           (797,521)                (1,478,434)
                      Section 734 step-up                                       2,179,679                  2,179,679
                      Adjustment due to foreclosure of property                  (10,605)                   (10,605)
                      Other                                                       (3,150)                        543
                                                                     ---------------------      ---------------------

                 Partners' capital - income tax method               $          2,230,831       $          9,286,865
                                                                     =====================      =====================
</TABLE>

                The difference between investment rental property for income tax
                and financial statement purposes for 1998 and 1997 is as
                follows:

<TABLE>
<CAPTION>
                                                                             1998                       1997
                                                                     ----------------------     ---------------------

                  <S>                                                <C>                        <C>
                  Investment in rental property - financial
                     statements                                      $           5,480,951      $         11,904,702
                  Investment in rental property - income tax
                     method                                                      3,757,726                10,228,374
                                                                     ----------------------     ---------------------

                                                                     $           1,723,225      $          1,676,328
                                                                     ======================     =====================
</TABLE>


Note 6     -    GAIN ON SALE AND EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT
------          -------------------------------------------------------------

                On August 13, 1998, the Partnership sold its Copper Croft
                Apartments property to an unaffiliated third party for a
                purchase price of $3,200,000. After closing costs, the
                Partnership received net proceeds of $2,984,900. For financial
                reporting purposes, the sale resulted in a gain of approximately
                $511,000.

                                     F - 13

<PAGE>

              SOUTHEASTERN INCOME PROPERTIES II LIMITED PARTNERSHIP
              -----------------------------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------
                     YEARS ENDED DECEMBER 31, 1998 AND 1997
                     --------------------------------------
                                   (Continued)
                                   -----------

  Note 6   -    GAIN ON SALE AND EXTRAORDINARY GAIN ON EXTINGUISHMENT OF DEBT
  ------        -------------------------------------------------------------
                (Continued)
                -----------

                On December 1, 1998, the Partnership sold The Greenbyre
                Apartments property to an unaffiliated third party for a
                purchase price of $5,550,000. After closing costs, the
                Partnership received net proceeds of $5,246,400. For financial
                reporting purposes, the sale resulted in a gain of approximately
                $1,553,000.

                The mortgage loan on the Partnership's St. Michaels property
                matured June 1, 1997. As a result of the principal balance on
                the mortgage loan being in excess of the property's value, the
                Partnership was unable to refinance such loan or sell the
                property at a value sufficient to satisfy the loan. As a result,
                the mortgage lender foreclosed on the property as of August 1,
                1997. The Partnership recognized an extraordinary gain on
                extinguishment of debt of $757,801 during the year ended
                December 31, 1997.

Note 7     -    SUBSEQUENT EVENT
------          ----------------

                The Partnership has entered into an agreement with an
                unaffiliated third party to sell the Hunters Creek Apartments
                property, the only remaining property in the Partnership, for a
                sales price of $7,750,000. The sale is conditioned upon the
                buyer being able to assume the existing loan encumbering the
                property. It is expected that this sale, if consummated, will
                close during the second quarter of 1999. There can be no
                assurance, however, that this sale will be consummated or, if
                consummated, that it will be sold at the current selling price.
                For financial statement purposes, the sale will result in a gain
                in 1999. Upon sale of the remaining property, the Partnership
                will be liquidated.

                                     F - 14

<PAGE>

Item 8.  Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         Effective January 4, 1999, the Registrant dismissed its prior
Independent Auditors, Reznick, Fedder and Silverman ("Reznick") and retained
as its new Independent Auditors, Imowitz Koenig & Co., LLP ("Imowitz").
Reznick's Independent Auditors' Report on the Registrant's financial
statements for calendar year ended December 31, 1997, did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope or accounting principles. The decision to
change Independent Auditors was approved by the Registrant's managing general
partner's directors. During calendar year ended 1996 and 1997 and through
January 4, 1999, there were no disagreements between the Registrant and
Reznick on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreements if
not resolved to the satisfaction of Reznick, would have caused it to make
reference to the subject matter of the disagreements in connection with its
reports.

         Effective January 4, 1999, the Registrant engaged Imowitz as its
Independent Auditors. The Registrant did not consult Imowitz regarding any of
the matters or events set forth in Item 304(a)(2) of Regulation S-B prior to
January 4, 1999.

                                      26
<PAGE>

                                   PART III

Item 9.  Directors and Executive Officers of the Registrant.

(a)      Identification of Directors and Executive Officers.

         The Registrant has no officers or directors. The Managing General
Partner manages and controls substantially all of the Registrant's affairs and
has general responsibility and ultimate authority in all matters affecting its
business. As of March 1, 1999, the names of the directors and executive
officers of Eight Winthrop, the general partner of the Managing General
Partner, and the position held by each of them, are as follows:

<TABLE>
<CAPTION>
                                   Position Held with the Managing                 Has Served as a Director or
Name                               General Partner                                 Officer Since
------------------                 -------------------------------                 ---------------------------

<S>                                <C>                                             <C> 
Michael L. Ashner                  Chief Executive Officer and Director            1-96

Thomas C. Staples                  Chief Financial Officer                         1-99

Peter Braverman                    Executive Vice President and Director           1-96

Carolyn Tiffany                    Chief Operating Officer and Clerk               10-95

</TABLE>

         Michael L. Ashner, age 46, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") and the Managing
General Partner since January 15, 1996. From June 1994 until January 1996, Mr.
Ashner was a Director, President and Co-chairman of National Property
Investors, Inc., a real estate investment company ("NPI"). Mr. Ashner was also
a Director and executive officer of NPI Property Management Corporation ("NPI
Management") from April 1984 until January 1996. In addition, since 1981 Mr.
Ashner has been President of Exeter Capital Corporation, a firm which has
organized and administered real estate limited partnerships.

         Thomas C. Staples, age 43, has been the Chief Financial Officer of
WFA since January 1, 1999. From March 1996 through December 1998, Mr. Staples
was Vice President/Corporate Controller of WFA. From May 1994 through February
1996, Mr. Staples was the Controller of the Residential Division of Winthrop
Management.

         Peter Braverman, age 47, has been a Vice President of WFA and the
Managing General Partner since January 1996. From June 1995 until January
1996, Mr. Braverman was a Vice President of NPI and NPI Management. From June
1991 until March 1994, Mr. Braverman was President of the Braverman Group, a
firm specializing in management consulting for the real estate and
construction industries. From 1988 to 1991, Mr. Braverman was a Vice President
and 


                                      27

<PAGE>


Assistant Secretary of Fischbach Corporation, a publicly traded,
international real estate and construction firm.

         Carolyn Tiffany, age 32, has been employed with WFA since January
1993. From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and
Associate in WFA's accounting and asset management departments. Ms. Tiffany
was a Vice President in the asset management and investor relations
departments of WFA from October 1995 to December 1997, at which time she
became the Chief Operating Officer of WFA.

         One or more of the above persons are also directors or officers of a
general partner (or general partner of a general partner) of the following
limited partnerships which either have a class of securities registered
pursuant to Section 12(g) of the Securities and Exchange Act of 1934, or are
subject to the reporting requirements of Section 15(d) of such Act: Winthrop
Partners 79 Limited Partnership; Winthrop Partners 80 Limited Partnership;
Winthrop Partners 81 Limited Partnership; Winthrop Residential Associates I, A
Limited Partnership; Winthrop Residential Associates II, A Limited
Partnership; Winthrop Residential Associates III, A Limited Partnership; 1626
New York Associates Limited Partnership; 1999 Broadway Associates Limited
Partnership; Nantucket Island Associates Limited Partnership; One Financial
Place Limited Partnership; Presidential Associates I Limited Partnership;
Riverside Park Associates Limited Partnership; Springhill Lake Investors
Limited Partnership; Twelve AMH Associates Limited Partnership; Winthrop
California Investors Limited Partnership; Winthrop Growth Investors I Limited
Partnership; Winthrop Interim Partners I, A Limited Partnership; and
Southeastern Income Properties Limited Partnership.

         Except as indicated above, neither the Partnership nor the Managing
General Partner has any significant employees within the meaning of Item
401(b) of Regulation S-B. There are no family relationships among the officers
and directors of the Managing General Partner.

         Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Registrant under Rule 16a-3(e) during the Registrant's most
recent fiscal year and Forms 5 and amendments thereto furnished to the
Registrant with respect to its most recent fiscal year, the Registrant is not
aware of any director, officer, beneficial owner of more than ten percent of
the units of limited partnership interest in the Registrant that failed to
file on a timely basis, as disclosed in the above Forms, reports required by
section 16(a) of the Exchange Act during the most recent fiscal year or prior
fiscal years.

Item 10. Executive Compensation.

         The Registrant is not required to and did not pay any compensation to
the officers or directors of Eight Winthrop. Eight Winthrop does not presently
pay any compensation to any of its officers and directors (See "Item 12,
Certain Relationships and Related Transactions").


                                      28


<PAGE>


Item 11. Security Ownership of Certain Beneficial Owners and
                  Management.

         (a)      Security Ownership of Certain Beneficial Owners.

         No person or group is known by the Registrant to be the beneficial
owner of more than 5% of the outstanding Units as of March 15, 1999. Under the
Registrant's partnership agreement, the voting rights of the Limited Partners
are limited and, in some circumstances, are subject to the prior receipt of
certain opinions of counsel or judicial decisions.

         (b)      Security Ownership of Management.

         As of March 15, 1999, no officers, directors or partners of WFA, WSLP
or Eight Winthrop own any Units of the Registrant.

         (c)      Changes in Control.

         As of March 15, 1999, there exists no arrangement known to the
Registrant the operation of which may at a subsequent date result in a change
in control of the Registrant, other than the following:

         In connection with the withdrawal of the Original General Partner and
the substitution of WSLP as the Managing General Partner, WSLP entered into
certain loan arrangements with NLI's predecessor, including the pledge of its
general partnership interest. In the event NLI was successful in enforcing its
remedies under the security agreement, NLI may claim an interest in the
general partnership interest of the Registrant. WSLP disputes the validity of
the security interest, and would vigorously defend any action, and raise,
among other meritorious defenses, the fact that the transfer of the general
partnership interest requires the consent of a majority of Unit holders.


Item 12. Certain Relationships and Related Transactions.

         Under the Registrant's partnership agreement, the general partners
and their affiliates are entitled to receive various fees, commissions, cash
distributions, allocations of taxable income or loss and expense
reimbursements from the Registrant.


                                      29

<PAGE>


         The following table sets forth the amounts of the fees, commissions
and cash distributions which the Registrant paid to or accrued for the account
of the Managing General Partner and its affiliates for the years ended
December 31, 1997, and 1998:

         Type of Compensation                  1997                 1998
         --------------------                --------             --------
         Cash Distribution (1)               $     --             $  1,504
         Investor Servicing Fee (2)            31,031             $ 18,342
         Sales Commission(3)                       --              130,500
         Property Management Fees(4)           26,401              127,971
                                             --------             --------

         TOTAL                               $ 57,432             $278,317
                                             ========             ========

----------------

(1)      Equal to .12% of cash flow distributed to all partners of the
         Registrant.
(2)      Equal to 1.0% of gross collected revenues of the Registrant's
         properties.
(3)      Equal to 1.5% of gross sales proceeds from the sale of Greenbryre
         Apartments and Copper Creek Apartments.
(4)      Equal to 5% of gross revenue from the properties.


Item 13. Exhibits and Reports on Form 8-K.

         (a) Exhibits - The Exhibits listed in the accompanying Index to
Exhibits are filed as part of this Annual Report and incorporated in this
Annual Report as set forth in said index.

         (b)      Reports on Form 8-K:

A report on Form 8-K was filed on December 10, 1998 with respect to the sale
of Greenbryre Apartments (Item 2)

         A report on Form 8-K was filed on January 8, 1999 with respect to the
Registrant's change in accountants (Item 4).


                                      30


<PAGE>


                                  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.

                                   SOUTHEASTERN INCOME PROPERTIES
                                   LIMITED PARTNERSHIP

                                   By:   Winthrop Southeastern Limited
                                         Partnership,
                                         Its Managing General Partner

                                         By:  Eight Winthrop Properties, Inc.,
                                              Its Managing General Partner

                                              By: /s/ Michael L. Ashner
                                                 -------------------------
                                                      Michael L. Ashner
                                                      Chief Executive Officer


                             Date: March 29, 1999


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



Signature/Name                  Title                            Date
--------------                  -----                            ----

/s/ Michael Ashner              Chief Executive Officer          March 29, 1999
------------------               and Director
Michael Ashner                   

/s/ Thomas Staples              Chief Financial Officer          March 29, 1999
-------------------
Thomas Staples



                                      31

<PAGE>


                               Index to Exhibits

Exhibit
Number            Document

2.1               Agreement and Addendum to Agreement by and among Glade M.
                  Knight ("Knight"), Ben T. Austin, III ("Austin"), Winthrop
                  Southeast Limited Partnership ("WSLP") and Investors Savings
                  Bank, F.S.B. ("ISB") (the "Agreement") dated as of August 8,
                  1991 and effective as of August 16, 1991. [The exhibits to
                  the Agreement have been omitted from the Agreement and are
                  listed in the Agreement.] (Exhibit 2.1)(5)

2.2               Supplemental Agreement by and among WSLP, Knight, and ISB
                  (the "Knight Agreement") dated as of August 8, 1991 and
                  effective as of August 16, 1991. [The exhibits to the Knight
                  Agreement have been omitted from the Knight Agreement and
                  are listed in the Knight Agreement.] (Exhibit 2.2)(5)

2.3               Supplemental Agreement and Addendum to Supplemental
                  Agreement by and among WSLP, Austin and ISB dated as of
                  August 8, 1991 and effective as of August 16, 1991. (Exhibit
                  2.3)(5)

2.4               Employment Agreement by and between WSLP and Austin dated as
                  of August 8, 1991 and effective as of August 16, 1991.
                  (Exhibit 2.4)(5)

2.5               Supplemental Agreement by and between WSLP and ISB dated as
                  of August 8, 1991 and effective as of August 16, 1991.
                  (Exhibit 2.5)(5)

3.1               Amended and Restated Agreement of Limited Partnership of
                  Southeastern Income Properties II Limited Partnership.
                  (Exhibit 3.1)(2)

3.2               First Amendment to Amended and Restated Agreement of Limited
                  Partnership of Southeastern Income Properties II Limited
                  Partnership. (Exhibit 3.9)(1)

3.3               Second Amendment to Amended and Restated Agreement of
                  Limited Partnership of Southeastern Income Properties II
                  Limited Partnership. (Exhibit 3.10)(1)

3.4               Third Amendment to the Amended and Restated Agreement of
                  Limited Partnership of Southeastern Income Properties II
                  Limited Partnership. (Exhibit 3.11)(1)

3.5               Fourth Amendment to the Amended and Restated Agreement of
                  Limited Partnership of Southeastern Income Properties II
                  Limited Partnership. (Exhibit 3.12)(1)


                                      32

<PAGE>


3.6               Fifth Amendment to the Amended and Restated Agreement of
                  Limited Partnership of Southeastern Income Properties II
                  Limited Partnership. (Exhibit 3.6)(3)

3.7               Sixth Amendment to the Amended and Restated Agreement of
                  Limited Partnership of Southeastern Income Properties II
                  Limited Partnership. (Exhibit 3.7)(3)

3.8               Seventh Amendment to the Amended and Restated Agreement of
                  Limited Partnership of Southeastern Income Properties II
                  Limited Partnership. (Exhibit 3.8)(7)

10.1              Apartment Management Agreement, dated February 12, 1992
                  between the Registrant and Winthrop Management (for Hunters
                  Creek Apartments). (Exhibit 10.5)(6)

10.2              Properties Acquisition Agreement between Southeastern Income
                  Properties II Limited Partnership and Knight Austin
                  Corporation. (Exhibit 10.2)(2)

10.3              Real Estate Consulting Agreement between Southeastern Income
                  Properties II Limited Partnership and WFS Realty
                  Corporation. (Exhibit 10.3)(2)

10.4              Repair Supervisory Contract. (Exhibit 10.6)(4)

10.5              Supervisory Insurance Adjustment Contract. (Exhibit 10.7)(4)

10.6              Mortgage Brokerage and Consulting Agreement. (Exhibit
                  10.8)(4)

27                Financial Data Schedule                                    35

----------------------------------

(1)      Incorporated by reference to the exhibit shown in parentheses filed
         with the Commission in the Registrant's registration statement on
         Form S-11 (Registration No. 33-17659).

(2)      Incorporated by reference to the exhibit shown in parentheses filed
         with the Commission in the Registrant's 1987 Annual Report.

(3)      Incorporated by reference to the exhibit shown in parentheses filed
         with the Commission in the Registrant's 1988 Annual Report.

(4)      Incorporated by reference to the exhibit shown in parentheses filed
         with the Commission in the Registrant's 1989 Annual Report.

(5)      Incorporated by reference to the exhibit shown in parentheses filed
         with the Commission in the Registrant's Current Report on Form 8-K on
         September 3, 1991.


                                      33


<PAGE>


(6)      Incorporated by reference to the exhibit shown in parentheses filed
         with the Commission in the Registrant's 1991 Annual Report.

(7)      Incorporated by reference to the exhibit shown in parentheses filed
         with the Commission in the Registrant's 1992 Annual Report filed on
         Form 10-K.



                                      34