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, 1996      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.)

One International Place, Boston, Massachusetts             02110
   (Address of principal executive offices)              (Zip  Code)

Registrant's telephone number, including area code:    (617) 330-8600
                                                       --------------

        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

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 $4,127,699.

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



<PAGE>













                       DOCUMENTS INCORPORATED BY REFERENCE


Location in Form 10-KSB                            Document
In Which Document is
    Incorporated

Part             I  The   Prospectus   of  the
                    Registrant dated November 17,
                    1987,    filed    with    the
                    Commission    as    part   of
                    Registrant's     Registration
                    Statement    on   Form   S-11
                    (Registration No. 33-17659).

                    The Information Statement Furnished
                    in Connection with Solicitation of
                    Consents, dated November 22, 1991,
                    filed with the Commission on October
                    17, 1991, (the "1991 Solicitation of
                    Consents").

Part            II  Pages  14-18  of the 1991
                    Solicitation of Consents.



Transitional Small Business Discloure Format:  Yes  ___  No  X




<PAGE>







                                                      PART I

Item 1.          Description of 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"). (See "Change in Control.")

         The Registrant was initially  capitalized with a deemed contribution of
$200 from the Original General Partner and a cash  contribution of $100 from SIP
II  Assignor   Corporation,   a  Virginia  corporation  (the  "Assignor  Limited
Partner").  On October 2, 1987, the Registrant filed a Registration Statement on
Form S-11  (Registration No. 33-17659,  the  "Registration  Statement") with the
Securities and Exchange Commission (the "Commission") with respect to the public
offering of assignee  units of limited  partnership  interest  ("Units")  in the
Registrant. The Registration Statement, covering the offering of 50,000 Units at
a purchase  price of $500 per Unit (an aggregate of  $25,000,000),  was declared
effective on or about January 29, 1988.  The offering  concluded on November 16,
1988, at which time 35,801 Units had been sold to limited partners (the "Limited
Partners"), for an aggregate of $17,883,780.

         The  Registrant's  only  business is acquiring,  owning,  operating and
ultimately selling residential apartment complexes.  The Registrant's investment
objectives  and  policies  are  described  on pages  31-40  under  the  caption,
"Investment  Objectives  and  Policies," of the  Registrant's  Prospectus  dated
November  17,  1987 as filed  pursuant  to Rule  424(b) on January 29, 1988 (the
"Prospectus"),  which description is incorporated herein by this reference. WSLP
does not intend to change  the  business  or the  investment  objectives  of the
Registrant.

         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



<PAGE>



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.

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, the 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 is for one year,
renewable annually.

Competition

         The real estate  business is highly  competitive  and the  Registrant's
properties  have active  competition  from  similar  properties  in the vicinity
including,  in  certain  instances,   properties  owned  by  affiliates  of  the
Registrant. 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  properties.  See  "Item 6,
Management's  Discussion  and  Analysis or Plan of Operation."


<PAGE>








Change in Control.

     The original general partner of the Registrant was K-A Southeastern  Income
Properties II Limited Partnership, a Virginia Limited Partnership (the "Original
General  Partner").  The general  partners of the Original  General Partner were
Glade M. Knight, Ben T. Austin, III and Southeast Real Properties Corporation.

         On February 12, 1992,  WSLP was admitted as the general  partner of the
Registrant,  while the Original General Partner's interest in the Registrant was
converted to a special limited partnership interest. The substitution of WSLP as
the general  partner,  and the conversion of the status of the Original  General
Partner to that of a limited  partner,  was  previously  approved by the limited
partners of the Registrant  pursuant to the 1991  Solicitation of Consents.  The
general  partner of WSLP is Eight  Winthrop,  a Delaware  corporation,  which is
wholly-owned by First Winthrop  Corporation,  a Delaware  corporation,  which in
turn is wholly-owned by Winthrop Financial Associates, A Limited Partnership,  a
Maryland limited partnership ("WFA").

     Until  December  22,  1994,  Arthur J.  Halleran,  Jr. was the sole general
partner of Linnaeus  Associates Limited Partnership  ("Linnaeus"),  which is the
sole general  partner of WFA. On December 22,  1994,  pursuant to an  Investment
Agreement  entered into among Nomura Asset  Capital  Corporation  ("NACC"),  Mr.
Halleran and certain other  individuals  who comprised the senior  management of
WFA,  the  general  partnership  interest in Linnaeus  was  transferred  to W.L.
Realty, L.P. ("W.L. Realty"). W.L. Realty is a Delaware limited partnership, the
general  partner of which was, until July 18, 1995,  A.I.  Realty  Company,  LLC
("Realtyco").  The equity  securities of Realtyco were held by certain employees
of NACC.

         On July 18, 1995  Londonderry  Acquisition  II Limited  Partnership,  a
Delaware  limited  partnership  ("Londonderry  II"), an affiliate of Apollo Real
Estate  Advisors,  L.P.  ("Apollo"),  acquired,  among other things,  Realtyco's
general  partner  interest in W.L. Realty and a sixty four percent (64%) limited
partnership interest in W.L. Realty. WFA owns the remaining  thirty-five percent
(35%) limited partnership interest.




<PAGE>



     As a  result  of the  foregoing  acquisitions,  Londonderry  II is the sole
general  partner of W.L.  Realty which is the sole general  partner of Linnaeus,
which in turn is the sole general  partner of WFA. As a result of the foregoing,
effective  July 18, 1995,  Londonderry II became the  controlling  entity of the
General Partners.  In connection with the transfer of control,  the officers and
directors  of WFA  resigned  and  Londonderry  II  appointed  new  officers  and
directors.  See "Item 9,  Directors,  Executive  Officers, Promoters and Control
Persons; compliance with Section 16(a) of the Exchange Act."

Item 2.           Description of Properties.

         The  following  table  sets  forth  the  location,   number  of  units,
acquisition date, original  acquisition cost and nature of interest held for the
Registrant's residential apartment properties.  For a further description of the
properties,  see pages 14 through 18 of the 1991  Solicitation of Consents which
is incorporated herein by reference.

<TABLE>
                                                      No.                           Partnership
                                                       of        Acquisition        Acquisition         Nature
   Property Name                Location             Units           Date               Cost           of Title
<S>                    <C>                         <C>         <C>                <C>                <C>
Hunter's Creek         Charlottesville, VA         240         9/29/84            $ 7,585,054        Fee
  Apts.                                                                                              Simple

Copper Croft           Roanoke, VA                 120         5/06/88            $ 3,065,019        Fee
  Apts.                                                                                              Simple

The Greenbryre         Charlotte, NC               174         3/07/89            $ 4,948,659        Fee
  Apts.                                                                                              Simple

St. Michaels           Newport News, VA            260         4/30/90            $ 4,986,773        Fee
  Apts.                                                                                              Simple

--------------------------------------------------------------------------------------------------------------------
     TOTAL                                         794                            $20,585,505
====================================================================================================================
</TABLE>







<PAGE>







         The following table sets forth the mortgage  balance as of December 31,
1996,  the interest  rate, the  amortization  period,  the maturity date and the
principal balance due upon maturity.
<TABLE>

                           12/31/96                                                                 Mortgage
                           Mortgage        Interest         Amortization         Maturity           Balance
   Property Name            Balance            Rate            Period              Date           at Maturity
<S>                    <C>                   <C>               <C>            <C>             <C>
Hunter's Creek         $3,991,905            9.52%             30 yrs.        3/01/00         $3,832,712
  Apts.

Copper Croft                   -                -                 -              -                     -
  Apts.

The Greenbryre                 -                -                 -              -                     -
  Apts.

St. Michaels              $4,223,282         8.75%             30 yrs.        6/01/97         $4,152,088
  Apts.

--------------------------------------------------------------------------------------------------------------------
     TOTAL             $8,215,187                                                             $7,984,800
====================================================================================================================
</TABLE>



         The Mortgage loan for the St. Michaels  property  matures June 1, 1997.
The Registrant is seeking a buyer for the St. Michaels property.  Although,  the
Managing  General  Partner  believes a buyer for the property will be identified
shortly,  the  Managing  General  Partner  expects  there  will  be no  proceeds
available for distribution from the sale due to market deterioration,  primarily
arising from the reduced  military  personal  presence in the area. In the event
the  Registrant  is not  successful  in selling  the  property or  obtaining  an
extension  to the existing  mortgage  loan,  the property  could be lost through
foreclosure.

         The following  table sets forth the average  annual  occupancy rate and
per unit average  monthly  rental rate at the  Registrant's  properties  for the
years ended December 31, 1995 and 1996.

<TABLE>

                  Hunter's Creek                Copper Croft                  Greenbryre                  St. Michaels


                               Average                        Average                         Average                       Average
  Year        Occupancy       Rent/Unit       Occupancy      Rent/Unit       Occupancy       Rent/Unit       Occupancy     Rent/Unit

<S>           <C>            <C>              <C>           <C>              <C>            <C>              <C>            <C>
  1995        92.6%          $511/mo          94.7%         $435/mo          95.4%          $526/mo          90.2%          $399/mo
  1996        78.9%          $528/mo          94.9%         $457/mo          91.7%          $568/mo          75.2%          $414/mo

</TABLE>



<PAGE>







         Set forth below is a table showing the carrying  value and  accumulated
depreciation and federal tax basis of each of the Registrant's  properties as of
December 31, 1996.
<TABLE>

                                                                                                           Federal
                             Carrying            Accumlated                                                  Tax
   Property Name              Value             Depreciation          Rate             Method               Basis
<S>                    <C>                    <C>                 <C>                   <C>          <C>
Hunter's Creek         $8,791,073             $2,960,884          5-30 yrs              S/L          $4,239,154
  Apts.

Copper Croft           $3,566,627             $1,035,441          5-30 yrs              S/L          $2,484,549
  Apts.

The Greenbryre         $5,809,322             $1,951,164          5-30 yrs              S/L          $3,800,473
  Apts.

St. Michaels           $6,015,713             $2,478,562          5-30 yrs              S/L          $4,363,800
  Apts.

---------------------------------------------------------------------------------------------------------------------------
     TOTAL             $24,182,735            $8,426,051                                            $14,887,980
===========================================================================================================================
</TABLE>

         The  following  table sets  forth the realty tax rate and realty  taxes
paid for each Property in 1996.


                              Tax                Taxes
   Property Name              Rate                Paid
Hunter's Creek                .72               $55,704
  Apts.

Copper Croft                  1.13              $41,270
  Apts.

The Greenbryre               1.255              $57,724
  Apts.

St. Michaels                  1.30              $66,516
  Apts.

---------------------------------------------------------------
     TOTAL                                     $221,214
===============================================================



     As noted under "Item 1, Description of Business",  the real estate industry
is highly  competitive.  All of the  Properties of the Registrant are subject to
competition from other apartment complexes in the area. The Registrant maintains
property and liability insurance on its properties which the Registrant believes
to be adequate.  The apartment leases for the Registrant's  properties 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  expeditures,  the Registrant has no
present intentions of investing any additional capital in the properties.



<PAGE>




Item 3.           Legal Proceedings.

         Except as disclosed  below,  the Registrant is not a party, nor are any
of its properties subject, to any material pending legal proceedings.

         RTC  Commercial  Loan Trust 1995 - NP1A,  a  Delaware  business  trust,
Plaintiff  v.  Winthrop   Management,   a  Massachusetts   general  partnership,
Defendant,  United States  District Court for the Eastern  District of Virginia;
Case No. 3:96CV177.

         This  action  arises in  connection  with the  transfer  of the general
partnership  interest in 1992 from the Original General Partner to WSLP at which
time WLSP entered into certain  agreements with Investors  Savings Bank,  F.S.B.
("ISB"),  including the delivery of a promissory  note to ISB, which was secured
by an assignment of rights of Winthrop  Management in the management  agreements
for the Registrant's properties, and the partnership interests acquired by WSLP.
(See the 1991  Solicitation  of  Consents  which is  incorporated  by  reference
herein.)  The RTC  Commercial  Loan Trust  1995-NP1A  (the "RTC Loan Trust") has
succeeded  to the rights of ISB. In February  1996,  the RTC Loan Trust filed an
action against Winthrop Management,  alleging Winthrop Management was in default
under its obligations set forth in the security agreement,  and sought to have a
receiver   appointed  to  control  Winthrop   Management's   management  of  the
properties.  On March 15, 1996, the Registrant terminated Winthrop Management as
the managing agent for its properties effective March 18, 1996, and appointed an
unaffiliated managing agent to assume management of the properties. On March 20,
1996, the court appointed a receiver to assume the rights of Winthrop Management
under the  management  agreements,  including the right to pursue the Registrant
for  breach of  contract.  On March 21,  1996,  the court  stayed  its own order
appointing  the receiver  pending a motion to dismiss for lack of  jurisdiction,
and subsequently dismissed the case for lack of jurisdiction.

RTC Commercial Loan Trust 1995-NP1A, Plaintiff v. Winthrop
Management, First Winthrop Corporation, Winthrop Southeast
Limited Partnership, Southeastern Income Properties, L.P.,
Southeastern Income Properties II, L.P. and Insignia Management
Corporation, Defendant, In the Circuit Court for the City of
Richmond, Virginia; At Law No. LB-1323-1.




<PAGE>



         Upon dismissal of the above action in federal court for lack of federal
jurisdiction,  in May 1996 the RTC Loan  Trust  filed a similar  action in state
court, seeking to set aside transfers allegedly made to delay and hinder the RTC
Loan Trust, and a claim for in personam judgment against the defendants for such
transfers,  and certain additional claims,  including tortious interference with
contract,  conspiracy  to breach  contract,  breach of  contract-the  management
contracts and collection on the note. The defendants have filed their answer and
a demurrer  (motion to  dismiss) on certain of the  counts.  Discovery  has been
conducted  and the trial is  scheduled  to take place during the summer of 1997.
The Managing  General  Partner  believes that the claims are without merit,  and
will continue to vigorously defend the action.

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.


                                                      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 15, 1997, there were 1,775 holders of 35,801 Units.

         Distributions  of $604,679  ($16.89 per Unit) and  $273,162  ($7.63 per
Unit) were made to holders of the Units for the years  ended  December  31, 1995
and December 31, 1996, respectively.  Amounts distributed resulted entirely from
cash generated from the  operations of the properties  owned by the  Registrant.
See "Item 6,  Management's  Discussion and Analysis or Plan of  Operation,"  for
information relating to the Registrant's future distributions.


<PAGE>







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

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.  The Registrant's  properties are leased
to tenants who are subject to leases of up to one year.

         During the year ended  December  31,  1996,  rental  revenue  and other
income  from the  Registrant's  properties  was  sufficient  to  cover:  (i) all
operating  expenses and debt service of the properties;  (ii) all administrative
costs of the  Registrant;  and (iii) cash  distributions  to  partners  totaling
$275,921.  The  Registrant  utilized its  remaining  revenue to fund $280,768 of
capital  improvements to the  Registrant's  properties,  as well as increase its
unrestricted   cash  reserves.   As  of  December  31,  1996,  the  Registrant's
unrestricted  cash balance had  increased to $647,080  from $627,142 at December
31, 1995.

         The Registrant continued to make expenditures for capital improvements,
although such expenditures  decreased to $280,768 in 1996 from $330,092 in 1995.
Capital improvements budgeted for 1997 total approximately  $515,000 and include
exterior painting at Greenbryre and carpet,  appliance and interior replacements
at all four properties.

         It is expected  that future  rental  revenue and other  income from the
Registrant's   properties   will   continue  to  be   sufficient  to  cover  all
administrative  expenses of the Registrant  and all operating  expenses and debt
service of the  properties,  as well as  necessary  capital  expenditures.  As a
result of the continued capital improvements, it is expected that cash available
for  distribution  will  remain  limited.  Future  distribution  levels  will be
reviewed on a quarterly basis.

         The ability of the  Registrant's  properties to improve  operations may
affect  the  liquidity  of  the  Registrant.  Inflation  and  changing  economic
conditions in the future could affect vacancy  levels,  rental payment  defaults
and operating  expenses of the Registrant's  properties,  and thus, could affect
the Registrant's revenue, net income and liquidity.




<PAGE>



         At December 31, 1996, the Registrant has $647,080 of unrestricted  cash
reserve.  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, 1996 the  Registrant  had  $288,274  in  reserves  held by the
mortgage  lender,  the use of which is restricted  for capital  improvements  to
Hunters Creek Apartments. Therefore, as of December 31, 1996, the Registrant has
total  reserves  of  $935,354,  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.

         The  Registrant  is in the process of  reviewing  the status of all the
properties  with a view towards  disposing of all its  properties,  depending on
property  operations and market  conditions.  The mortgage loan on St.  Michaels
matures June 1, 1997 and the property is being marketing for sale.  Although the
Registrant  believes a buyer for the property will be located,  it expects there
will be no proceeds available for distribution from the sale of the property due
to market  deterioration,  primarily  arising from the reduced military personal
presence in the area. In the event the property is not sold or the mortgage loan
extended or refinanced, the property could be lost through foreclosure.

Results of Operations

         The Registrant's  total revenue decreased by approximately 6.0% in 1996
compared to 1995.  Rental income decreased by approximately  5.9%, to $3,732,898
in 1996 from $3,965,031 in 1995 primarily as a result of decreased  occupancy at
Hunters Creek and St. Michaels. Overall average occupancy for the properties was
83.4%  compared  to 92.9%  in  1995.  Average  rental  rates  at the  properties
increased 4.9% to $489 per unit compared to $466 per unit in 1995.  Other income
also decreased 6.9% or $27,395,  primarily due to a $40,080 decline in furnished
unit income at St.  Michaels as a result of the U.S. Navy vacating  units at the
Property.

         Expenses of operating the Registrant's  properties  increased by 14.6%,
to $2,597,734 in 1996 from  $2,267,225 in 1995,  due to increases in general and
administrative expenses, utilities, repairs and maintenance and taxes, which was
only partially



<PAGE>



offset  by   decreases   in  leasing  and   insurance   expenses.   General  and
administrative  expenses  increased  $88,054 as a result of increased  legal and
eviction charges due to significant  delinquencies.  Utility expenses  increased
$118,020;  increased gas charges at St.  Michaels of  approximately  $44,000 and
Hunter Creek of $18,000 as well as increased  water and sewer charges of $40,000
at  Copper  Croft were the  primary causes.  Repairs  and  maintenance  expenses
increased  by  $223,787 or 29.1% in 1996  compared to 1995 due to  approximately
$100,000 in carpet and landscaping  upgrades at Hunters Creek,  various building
repairs  of   approximately   $55,000  at  Greenbryre   and  carpet  repairs  of
approximately  $36,000 at Copper  Croft.  The increased tax expense is primarily
due to real estate charges at Greenbryre.  Leasing expenses decreased by $88,361
in 1996 compared to the same period in 1995 primarily as a result of the savings
of $75,224 at St.  Michaels due to lower furniture  rentals  required due to the
decrease  in units  rented by the U.S.  Navy.  Insurance  expense  decreased  by
$32,689 in 1996 due to the decrease in group health  insurance  costs at all the
properties.  Other  expenses  of  the  Registrant  (including  depreciation  and
amortization, interest expenses and Registrant administrative expenses) remained
relatively constant.





<PAGE>







Item 7.           Financial Statements.


              Southeastern Income Properties II Limited Partnership

                                TABLE OF CONTENTS



INDEPENDENT AUDITORS' REPORT

FINANCIAL STATEMENTS

     BALANCE SHEETS

     STATEMENTS OF OPERATIONS

     STATEMENTS OF PARTNERS' CAPITAL

     STATEMENTS OF CASH FLOWS

     NOTES TO FINANCIAL STATEMENTS

                      FINANCIAL STATEMENTS AND INDEPENDENT
                                AUDITORS' REPORT

                    SOUTHEASTERN INCOME PROPERTIES II LIMITED
                                   PARTNERSHIP

                           DECEMBER 31, 1996 AND 1995

              Southeastern Income Properties II Limited Partnership


                          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, 1996 and 1995,  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, 1996 and 1995, 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 & Silverman
Bethesda, Maryland
January 24, 1997


<PAGE>




<TABLE>

                                                  BALANCE SHEETS

                                                      ASSETS
                                                                                      1996               1995
                                                                                ----------------   -----------------
Investment in rental property
<S>                                                                               <C>                 <C>
      Land                                                                        $   2,664,225       $  2,664,225
      Building and building improvements                                             17,990,842         17,744,666
      Personal property                                                               3,527,668          3,493,076
                                                                                ----------------   -----------------
                                                                                     24,182,735         23,901,967
      Less: accumulated depreciation                                                  8,426,051          7,545,031
                                                                                ----------------   -----------------

                                                                                     15,756,684         16,356,936
                                                                                ----------------   -----------------

Cash and cash equivalents                                                               647,080            627,142
Tenant security deposits - funded                                                       162,055            237,327
Loan costs, net of accumulated amortization
   of $200,346 and $160,571                                                              88,389            128,164
Other assets                                                                            416,730            364,787
                                                                                ----------------   -----------------

                                                                                      1,314,254          1,357,420
                                                                                ----------------   - ----------------

                           Total assets                                          $   17,070,938      $  17,714,356
                                                                                ================   =================

                                         LIABILITIES AND PARTNERS' CAPITAL

Liabilities applicable to investment in rental property
      Mortgages payable                                                          $    8,215,187     $    8,318,589

      Other liabilities
      Accounts payable                                                                   32,825             91,185
      Accrued interest payable                                                           63,955             63,955
      Rents deferred credits                                                             17,923             26,919
      Tenants security deposits                                                         100,510            117,671
      Other liabilities                                                                  64,684             38,791
                                                                                ----------------  -----------------

                           Total liabilities                                          8,495,084          8,657,110
                                                                                ----------------   -----------------

                           Partners' Capital
      Limited partners' unit holders', 50,000 units authorized,
      35,801 outstanding December 31, 1996 and 1995                                   9,973,010         10,420,822
      Special Limited Partner                                                        (1,388,143)        (1,356,646)
      General partner                                                                    (9,013)            (6,930)
                                                                                ----------------   -----------------

      Total partners' capital                                                         8,575,854          9,057,246
                                                                                ----------------   -----------------

      Total liabilities and partners' capital                                    $   17,070,938     $   17,714,356
                                                                                ================   =================


                                         See notes to financial statements
</TABLE>


<PAGE>


              Southeastern Income Properties II Limited Partnership

                            STATEMENTS OF OPERATIONS

                     Years ended December 31, 1996 and 1995

<TABLE>
                                                                                       1996              1995
                                                                                 ----------------   ---------------
Income
<S>                                                                                 <C>                <C>
      Rental                                                                        $   3,732,898      $  3,965,031
      Interest income                                                                      26,676            31,836
      Other income                                                                        368,125           395,520
                                                                                 ----------------   ---------------

                                                                                        4,127,699         4,392,387
                                                                                 ----------------   ---------------

      Expenses
      Leasing                                                                             219,765           308,126
      General and administrative                                                          310,757           222,703
      Management Fees                                                                     245,499           246,632
      Utilities                                                                           402,779           284,759
      Repairs and Maintenance                                                             994,029           770,242
      Insurance                                                                           139,409           172,098
      Taxes                                                                               285,496           262,665
                                                                                 ----------------   ---------------

         Total operating expenses                                                         2,597,734       2,267,225

         Other expenses
      Partnership expenses                                                                 59,474            64,702
      Interest expense                                                                    755,167           763,125
      Depreciation and amortization                                                       920,795           905,241
                                                                                 ----------------   ---------------

         Total Expenses                                                                   4,333,170       4,000,293
                                                                                 ----------------   ---------------

         Net income (loss)                                                             $  (205,471)      $  392,094
                                                                                 ================   ===============

         Net income (loss) allocated to
      General Partner                                                               $     (2,055)      $      3,921
                                                                                 ----------------   ---------------

      Net income (loss) allocated to
      Limited Partners' Unit Holders'                                               $   (174,650)      $    333,280
                                                                                 ----------------   ---------------

      Net income (loss) allocated to Special
      Limited Partner                                                                    (28,766)      $     54,893
                                                                                 ----------------   ---------------

      Net income (loss) allocated to each unit                                      $      (4.88)      $       9.31
                                                                                 ================   ===============

      Weighted average number of units
      outstanding - Limited Partners                                                       35,801            35,801
                                                                                 ================   ===============
</TABLE>

                                         See notes to financial statements


<PAGE>

<TABLE>

              Southeastern Income Properties II Limited Partnership

                  STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)


                     Years ended December 31, 1996 and 1995

                                                                   Special             Limited              Total
                                                General            Limited          Partners' Unit        Partners'
                                                Partner            Partner             Holders'            Capital
                                           -----------------   ----------------    ----------------   -----------------

<S>                                     <C>                     <C>               <C>                 <C>
Balance, December 31, 1994              $           (10,790)    $   (1,405,492)   $     10,692,221   $       9,275,939

Net income                                            3,921             54,893             333,280             392,094

Distributions including $16.89
  per L/P Unit Holders                                  (61)            (6,047)           (604,679)           (610,787)
                                           -----------------   ----------------    ----------------   -----------------

Balance, December 31, 1995                           (6,930)        (1,356,646)         10,420,822           9,057,246

Net loss                                             (2,055)           (28,766)           (174,650)           (205,471)

Distributions including $7.65
   per L/P Unit Holders                                 (28)            (2,731)           (273,162)           (275,921)
                                           -----------------   ----------------    ----------------   -----------------

Balance, December 31, 1996              $            (9,013)$       (1,388,143)$         9,973,010    $      8,575,854
                                           =================   ================    ================   =================

</TABLE>



<PAGE>


              Southeastern Income Properties II Limited Partnership

                            STATEMENTS OF CASH FLOWS

                     Years ended December 31, 1996 and 1995

<TABLE>

                                                                                      1996               1995
                                                                                      ----               ----
Cash flows from operating activities
<S>                                                                               <C>                <C>
     Net income (loss)                                                            $    (205,471)     $       392,094
     Adjustments to reconcile net income (loss) to net
         cash provided by operating activities
         Depreciation                                                                    881,020             865,467
         Amortization                                                                     39,775              39,774
         Decrease (increase) in tenant security deposits                                  75,272            (106,988)
         (Increase) decrease in other assets                                             (51,943)             14,827
         Decrease in accounts payable                                                    (58,360)            (40,328)
         Increase in accrued interest payable                                                  -                   3
         (Decrease) increase in rents deferred credit                                    (8,996)               7,202
         (Decrease) increase in tenant security deposits                                 (17,161)              8,853
         Increase in other liabilities                                                    25,893               7,186
                                                                                ----------------   -----------------

              Net cash provided by operating activities                                  680,029           1,188,090
                                                                                ----------------   -----------------

              Cash flows from investing activities
         Investment in rental property                                                  (280,768)           (330,092)
                                                                                ----------------   -----------------

              Net cash used in investing activities                                     (280,768)           (330,092)
                                                                                ----------------   -----------------

              Cash flows from financing activities
         Distributions to partners                                                      (275,921)           (610,787)
         Payments on mortgages                                                          (103,402)            (95,444)
                                                                                ----------------   -----------------

              Net cash used in financing activities                                     (379,323)           (706,231)
                                                                                ----------------   -----------------

              INCREASE IN CASH AND CASH EQUIVALENTS                                       19,938             151,767

              Cash and cash equivalents, beginning                                       627,142            475,375
                                                                                ----------------    -----------------

              Cash and cash equivalents, end                                          $  647,080         $  627,142
                                                                                ================   =================

              Supplemental disclosure of cash flow information
     Cash paid during the year for interest                                       $      755,167     $       763,122
                                                                                ================   =================
</TABLE>


                        See notes to financial statements


<PAGE>




NOTE A - 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 a 240-unit apartment complex now known as
     Hunters Creek Apartments, near Charlottesville, Virginia.

     The Partnership agreement (the "Agreement") has been amended several times.
     Among the amendments were changes in the allocation of net loss between the
     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. During 1988, the Partnership sold 35,801 Units.
     The  Partnership  used  a  portion  of the  offering  to  repay  all of the
     mortgages  payable related to Hunters Creek and to pay for a portion of the
     cost of  acquiring  Coppercroft  in Roanoke,  Virginia,  The  Greenbyre  in
     Charlotte,  North Carolina and St. Michaels in Newport News,  Virginia (See
     note C).

     In early 1992, the Unit Holders approved certain changes in (and amendments
     to ) the  Partnership  Agreement,  which  converted K-A SIP II to a special
     limited  partner  and  admitted  Winthrop  Southeast  Limited   Partnership
     ("WSLP") 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  provided  in  Internal
     Revenue Section 704 (b). As a result,  the  Partnership's  1996 federal tax
     return reflects a reallocation  of losses only to the limited  partners and
     WSLP.  The revised  Partnership  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 five
     years from the date WSLP became the  Partnership's  general partner and 88%
     and 12%,  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.  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 Corporation, currently serves as the
     management agent for the properties effective March 18, 1996.


<PAGE>





                    NOTES TO FINANCIAL STATEMENTS - CONTINUED






NOTE A - 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.

     Investment in Rental Property

     The  investment  in rental  property is recorded at cost.  Depreciation  is
     determined by the  straight-line  method over the estimated useful lives of
     the  various  assets.  Estimated  useful  lives  are 27.5 to 30  years  for
     buildings and building improvements and 5 to 7 years for personal property.

     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 reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenue  and  expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Loan Costs

     Loan costs  incurred  in  connection  with  obtaining  financing  are being
     amortized over the terms of the loans.

     Replacement Reserves

     Replacement  reserves  are  compressed  of  partnership  funds  held by the
     Partnership's  mortgage  lenders,  the use of which are limited to specific
     capital or other costs,  are included in other assets and total $288,274 in
     1996 and $222,179 in 1995.




<PAGE>


              Southeastern Income Properties II Limited Partnership



                           December 31, 1996 and 1995



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED






NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                 (Continued)

     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.

     Income Taxes

     No  provision  or  benefit  for  income  taxes has been  included  in these
     financial  statements  since taxable income and loss passes through to, and
     is reportable by, the partners individually.

     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

     For the purposes of the statement of cash flows, the Partnership  considers
     all highly liquid investments  consisting of a money market fund to be cash
     equivalents.  The carrying  amount as of December 31, 1996 and 1995 of $-0-
     and $521,291,  respectively,  approximates  fair value because of the short
     maturity of this instrument.

NOTE B - REALIZATION OF ASSETS

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles, which contemplate continuation of
     the Partnership as a going concern.  The mortgage encumbering St. Michaels,
     which has an outstanding principal balance of approximately $4.2 million as
     of December  31,  1996,  matures on June 1, 1997.  The  general  partner is
     actively  marketing the project for sale. If St. Michaels is not sold prior
     to maturity of the  mortgage,  and the  Partnership  is unable to obtain an
     extension from its lenders, the project may go to foreclosure.  The general
     partner  does  not  expect  there  will  be  any  proceeds   available  for
     distribution to limited partners from the sale of St. Michaels.



<PAGE>


              Southeastern Income Properties II Limited Partnership



                           December 31, 1996 and 1995



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED






NOTE B - REALIZATION OF ASSETS (Continued)

     The three  remaining  properties  in the  Partnership  will be  selectively
     marketed for sale over time,  depending on market  conditions  and property
     operations.

     In view of these matters, the Partnership's  ability to continue as a going
     concern  depends  on  the  Partnership's  ability  to  meet  its  financing
     requirements  through  the  sale  or  refinancing  of the  mortgage  of St.
     Michaels.  The  financial  statements do not include any  adjustments  that
     might result from the outcome of this uncertainty.

NOTE C - INVESTMENT IN RENTAL PROPERTY

     On September 29, 1984, the Partnership  acquired  Hunters Creek, a 240-unit
     apartment complex near  Charlottesville,  Virginia. In connection with this
     acquisition,  the Partnership assumed a first deed of trust mortgage on the
     project.

     On May 6, 1988, the Partnership acquired Coppercroft,  a 120-unit apartment
     complex in Roanoke,  Virginia.  The total cost of the project,  $2,830,000,
     was funded from a portion of the proceeds  from the public  offering of the
     Units.

     On March 7,  1989,  the  Partnership  acquired  The  Greenbyre,  a 174-unit
     apartment  complex  in  Charlotte,  North  Carolina.  The total cost of the
     project,  $4,650,000,  was funded from a portion of the  proceeds  from the
     public offering of the Units.

     On April 30,  1990,  the  Partnership  acquired  St.  Michaels,  a 260-unit
     apartment  complex in  Newport  News,  Virginia.  In  connection  with this
     acquisition,  the Partnership assumed the first deed of trust mortgage with
     an  outstanding  balance  of  $4,543,417  and  paid  the  remainder  of the
     $5,000,000  purchase  price  from a portion of the  proceeds  of the public
     offering of Units.

NOTE D - MORTGAGES PAYABLE

     During 1989, the  Partnership  acquired St. Michaels by assuming a mortgage
     with an  outstanding  balance of $4,543,417.  During 1992, the  Partnership
     renegotiated  the  terms of the  mortgage.  The  existing  mortgage  with a
     balance of $4,223,282  at December 31, 1996 and  $4,294,476 at December 31,
     1995 is payable in monthly  installments  totaling $37,013 of principal and
     interest at 8.75% per annum, through June 1, 1997 with a balloon payment of
     $4,152,088.



<PAGE>


              Southeastern Income Properties II Limited Partnership



                           December 31, 1996 and 1995



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED






NOTE D - MORTGAGES PAYABLE (Continued)

     During  1993,  the  Partnership  refinanced  Hunters  Creek by  obtaining a
     $4,100,000  mortgage.  The mortgage  balance is  $3,991,905 at December 31,
     1996 and $4,024,113 at December 31, 1995 and is payable in  installments of
     principal and interest at 9.52% per annum,  totaling  $34,535 through March
     1, 2000 with a balloon payment of $3,832,712.

     Based on the  interest  rates of loans with  similar  maturities  currently
     available to the  partnership,  the  estimated  fair value of the mortgages
     payable approximates fair value.

     The apartment projects, as referred to above, are pledged as collateral for
     the mortgages.

     The  liability  of the  partnership  under the  mortgages is limited to the
     underlying  value  of  the  real  estate  collateral,  plus  other  amounts
     deposited with the lender.

     Aggregate  maturities  of the  mortgages  payable  for the years  following
     December 31, 1996 are as follows:
<TABLE>

<S>                                                                           <C>
                                    December 31, 1997                         $4,259,212
                                    December 31, 1998                             39,504
                                    December 31, 1999                             43,434
                                    December 31, 2000                          3,873,037
</TABLE>

NOTE E - RELATED-PARTY TRANSACTIONS

     The Partnership has incurred management fees,  accounting fees and investor
     servicing  fees as  expenses  resulting  from  transactions  with  WSLP and
     Winthrop Management.  The investor servicing fees for 1995 and part of 1996
     were paid to First Winthrop Corporation.
<TABLE>

                                                                       1996              1995
                                                                 ----------------  -----------------
<S>                                                          <C>                             <C>
Management fees                                              $             63,608$           213,494
Investor servicing fees                                                    32,650             33,138
Accounting fees                                                             7,940             23,820
                                                                 ----------------  -----------------

                                                             $            104,198$           270,452
                                                                 ================  =================

</TABLE>



<PAGE>


              Southeastern Income Properties II Limited Partnership



                           December 31, 1996 and 1995



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED




NOTE E - RELATED-PARTY TRANSACTIONS (Continued)

     The accounting  fees were included in general and  administrative  expenses
     and the management  and investor  servicing fees are included in management
     fees on the statements of operations.

     The  Partnership  entered into a management  agreement  with Winthrop which
     provides for a management fee of 5% of gross  revenues.  On March 18, 1996,
     the  Partnership  entered into new management  with an  unaffiliated  third
     party,  Insignia  Management  Corporation,  under  the  same  terms  as the
     management  agreement with Winthrop.  Management fees charged to operations
     and paid to Insignia during 1996 was $149,241.

NOTE F - INCOME TAXES AND PARTNERS' CAPITAL

     The  following is the  reconciliation  of the income  (loss) and  partners'
     capital  for federal  income tax  purposes  with the net income  (loss) and
     partners' capital for financial statement purposes.
<TABLE>

                                                                            1996               1995
                                                                      ----------------   ----------------
Net income (loss) for financial  statement
<S>                                                                     <C>                <C>
     purposes                                                           $    (205,471)     $     392,094

     Excess of tax depreciation over
     depreciation for book purposes                                          (152,831)          (268,665)

     Other                                                                     (8,996)             7,204
                                                                      ----------------   ----------------

     Income (loss) for federal income tax purposes                           (367,298)           130,633
                                                                      ================   ================
</TABLE>




<PAGE>





                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



<TABLE>

                                                                            1996               1995
                                                                      ----------------   ----------------

Partners' capital for financial statement
<S>                                                                     <C>                <C>
     purposes                                                           $   8,575,854     $    9,057,246

     Cumulative effect of
     Excess of depreciation for federal
     income tax purposes                                                   (2,544,257)        (2,391,426)

     Provision for investment property
     writedown                                                                823,414            823,414

     Other                                                                     17,155             26,919

     Offering costs                                                         1,706,304          1,706,304


     Adjustment of fixed assets for federal
     income tax purposes in connection
     with  recapitalization of the Partnership                             (1,478,434)        (1,478,434)

     Section 734 step-up                                                    2,179,679          2,179,679
                                                                     -----------------   ----------------

     Partners' capital for federal income tax
     purposes                                                          $    9,279,715     $    9,923,702
                                                                     =================   ================


     The difference  between  investment in rental property for tax purposes and
     financial statement purposes for 1996 and 1995 is as follows:

                                                                            1996               1995
                                                                      ----------------   ----------------
Investment in rental property as reported                              $   15,756,684      $  16,356,936
Investment in rental property for tax purposes                             14,887,980         15,641,063
                                                                      ----------------   ----------------

                                                                          $   868,704         $  715,873
                                                                      ================   ================
</TABLE>


NOTE G - CONCENTRATION OF CREDIT RISK

     At  December  31,  1996,  the  Partnership  had bank  deposits in excess of
     federally insured limits totaling of $571,282.

<PAGE>

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

         None.


<PAGE>







                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16(a) of the Exchange Act.

(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, 1997, 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:

                                             Has served as a
                                             Director and/or
                                             Officer of the Managing
   Name                  Positions Held      General Partner since

   Michael L. Ashner     Chief Executive     January 1996
                          Officer and
                          Director

   Richard J. McCready   Chief Operating     July 1995
                          Officer and
                          President

   Jeffrey Furber        Executive Vice      July 1995
                          President
                          and Clerk

   Edward Williams        Chief Financial    April 1996
                          Officer,
                          Vice President
                          and Treasurer

   Peter Braverman       Senior Vice         January 1996
                          President

     Michael L. Ashner, age 45, has been the Chief Executive Officer of Winthrop
Financial Associates, A Limited Partnership ("WFA") 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.
<PAGE>

     Richard J. McCready,  age 38, is the President and Chief Operating  Officer
of WFA and its  subsidiaries.  Mr.  McCready  previously  served  as a  Managing
Director,  Vice  President and Clerk of WFA and a Director,  Vice  President and
Clerk of the Managing  General  Partner and all other  subsidiaries  of WFA. Mr.
McCready joined the Winthrop organization in 1990.

         Jeffrey  Furber,  age 37, has been the Executive  Vice President of WFA
and the President of Winthrop  Management  since January 1996. Mr. Furber served
as a Managing  Director of WFA from January 1991 to December  1995 and as a Vice
President from June 1984 until December 1990.

         Edward V. Williams, age 56, has been the Chief Financial Officer of WFA
since April 1996. From June 1991 through March 1996, Mr. Williams was Controller
of NPI and NPI  Management.  Prior to 1991, Mr.  Williams held other real estate
related positions including Treasurer of Johnstown American Companies and Senior
Manager at Price Waterhouse.

         Peter Braverman,  age 45, has been a Senior Vice President of WFA 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 Assistant Secretary of Fischbach
Corporation, a publicly traded, international real estate and construction firm.

     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;  Indian River
Citrus  Investors  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;
Southeastern  Income Properties Limited  Partnership;  Winthrop Miami Associates
Limited Partnership; and Winthrop Apartment Investors Limited Partnership.

         Each director and officer of Eight  Winthrop will hold office until the
next  annual  meeting  of the  stockholders  of Eight  Winthrop  and  until  his
successor is elected and qualified.

     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 or 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.

         (b)      Identification of Certain Significant Employees.  None.

         (c)      Family Relationships.  None.

         (d)      Involvement in Certain Legal Proceedings.  None.

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").




<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, 1997.  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, 1997,  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,  1997,  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 ISB,  including  the pledge of its general  partnership
interest.  In the event the RTC Loan Trust,  successor  in interest to ISB,  was
successful in enforcing its remedies under the security agreement,  the RTC Loan
Trust  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.


<PAGE>







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.

         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,
1995, and 1996:
<TABLE>

Recipient                          Type of Compensation                               1995            1996

<S>                                <C>                                          <C>               <C>
WSLP                               Cash Distribution (1)                        $     61          $     28
Winthrop Management                Property Management Fee (2)                   213,494            63,608
First Winthrop Corp.               Investor Servicing Fee (3)                     33,138            32,650
Winthrop Management                Accounting Services Fee (4)                    23,820             7,940

    TOTAL:                                                                      $270,513          $104,226

----------------
</TABLE>


(1)   Equal to .01% of cash flow distributed to all partners of the Registrant.
(2)   Equal to 5.0% of gross collected revenues of the Registrant's properties.
(3)   Equal to 1.0% of gross collected revenues of the Registrant's properties.
(4)   Equal to $2.50 per apartment unit per month.


<PAGE>







                                     PART IV

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:

         No reports on Form 8-K were filed  during the last  quarter  covered by
this report.




<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 II
                             LIMITED PARTNERSHIP

                             By:  Winthrop Southeastern Limited
                                  Partnership,
                                  Its General Partner

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

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

                                       Date:  March 28, 1996

         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 L. Ashner   Chief Executive           March 28, 1996
Michael L. Ashner        Officer and Director

/s/ Edward Williams     Chief Financial Officer   March 28, 1996
Edward Williams



<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)



<PAGE>




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)

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)

3.9               Articles of Incorporation of SIP II Assignor
                  Corporation.  (Exhibit 3.6)(1)

3.10              Bylaws of SIP II Assignor Corporation. (Exhibit 3.7)(1)

10.1              Apartment Management Agreement (for the Hunters Creek
                  Apartments).  (Exhibit 10.1)(2)

10.2              Apartment Management Agreement (for the Copper Croft
                  Apartments).  (Exhibit 10.6)(1)

10.3              Apartment Management Agreement (for The Greenbryre at
                  Charlotte) (incorporated by reference to Exhibit 10.4
                  filed with the Commission in the Registrant's current
                  report on Form 8-K dated March 17, 1989).

10.4              Apartment Management Agreement, dated February 12, 1992
                  between the Registrant and Winthrop Management (for
                  Copper Croft Apartments).  (Exhibit 10.4)(6)

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




<PAGE>



10.6              Apartment Management Agreement, dated February 12, 1992
                  between the  Registrant  and  Winthrop  Management  (for The
                  Greenbryre Apartments). (Exhibit 10.6)(6)

10.7              Apartment Management Agreement, dated February 12, 1992
                  between the Registrant and Winthrop Management (for St.
                  Michaels Apartments).  (Exhibit 10.7)(6)

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

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

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

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

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

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

(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.




<PAGE>


(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.

(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.



<PAGE>