SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                              FORM 10QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For the quarter ended September 30, 1996     Commission File Number 0-17461



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



          Virginia                                   54-2839837
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization


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


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


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

<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
STATEMENTS OF OPERATIONS
    
    
                                                 Three Months Ended   Three Months Ended   Nine Months Ended      Nine Months Ended
                                                 September 30 ,1996   September 30, 1995   September 30, 1996    September 30, 1995
    
    Income
    
<S>                                             <C>                  <C>                  <C>                  <C>                 
         Rental                                 $          948,045   $       1,006,604    $       2,855,058    $          2,965,517

         Interest Income                                     4,141               6,805               18,120                  17,859
         Other                                             110,487             108,738              285,787                 313,900
                                                         1,062,673           1,122,147            3,158,965               3,297,276
    
    
    Expenses
    
    
         Leasing                                            63,926              79,159              174,519                 230,371
         General and administrative                         67,723              54,854              220,846                 165,955
         Management Fees                                    71,666              62,772              191,339                 185,373
         Utilities                                         120,195              80,290              309,697                 215,930
         Repairs and Maintenance                           261,748             191,894              695,712                 566,338
         Insurance                                          40,720              41,155              107,596                 125,307
         Taxes                                              88,954              72,007              226,635                 214,533
    
    
               Total Operating Expenses                    714,932             582,131            1,926,344               1,703,807
    
    
    Other Expenses
    
         Partnership expense                                 5,916              17,444               58,649                  53,653
         Interest Expense                                  188,390             190,579              566,817                 573,325
         Depreciation and amortization                     234,961             220,799              696,113                 673,219
    
    
         TOTAL EXPENSES                                  1,144,199           1,010,953            3,247,923               3,004,004
    
    
    Net income (loss)                           $          (81,526)  $         111,194    $         (88,958)   $            293,272
    

    Net income (loss) allocated to General Prt. $             (815)  $           1,112    $            (890)   $              2,934
    
    
    Net Income (loss) allocated to              $          (80,711)  $          94,515    $         (88,068)   $            249,280
    Limited Partner Unit Holders
    
    
    Net income (loss) allocated to Special      $                 -  $          15,567    $                 -  $             41,058
    Limited Partner
    
    
    Net income (loss) to each unit              $            (2.25)  $            2.64    $           (2.46)   $              (6.96)
    
    
    Weighted average number of units outstanding            35,801              35,801               35,801                  35,801
    
</TABLE>
    
    
    
    
    
   The accompanying notes are an integral part of these financial statements.

BALANCE SHEETS
    
<TABLE>
    
                                                      September 30, 1996               December 31, 1995
                                                        (Unaudited)                        (Audited)
    
    
                                           ASSETS
    
<S>                                                  <C>                             <C>                 
    Investment in rental property
         Land                                        $      2,664,225                $          2,664,225
         Buildings and building improvements               17,744,666                          17,744,666
         Personal Property                                  3,679,713                           3,493,076
                                                           24,088,604                          23,901,967
    
         Less Accumulated depreciation                      8,201,371                           7,545,031
                                                           15,887,233                          16,356,936
    
    
    Cash                                                      590,486                             627,142
    Tenant security deposits                                  116,713                             237,327
    Loan cost, net accumulated amortization of
    $196,956 and $160,515                                      92,108                             128,164


    Other assets                                              622,243                             364,787
                                                            1,421,550                          $1,357,420
          Total Assets                               $     17,308,783                $        $17,714,356
    
    
    
                           LIABILITIES AND PARTNERS' CAPITAL
    
    
    Liabilities applicable to investment in rental pr$      8,241,479                $          8,318,589
          Mortgages payable
    
    
    Other liabilities
         Accounts payable                                      46,917                              91,185
         Accrued interest payable                              63,955                              63,955
         Tenant security deposits                              99,610                             117,671
         Other liabilities                                    164,454                              65,710
             Total Liabilities                              8,616,415                           8,657,110
    
    
    Partners' Capital
         Limited Partner Unit Holders 50,000 units
         authorized, 35,801 outstanding June 30, 1996
         and December 31, 1995                             10,059,593                          10,420,822
         Special Limited Partner                           (1,359,378)                         (1,356,646)
         General Partner                                       (7,847)                             (6,930)
             Total Partners' capital                        8,692,368                           9,057,246
    Total Liabilities and Partners' Capital          $     17,308,783                $         17,714,356
    
</TABLE>
    
    
    
    
    
          The  accompanying  notes are an  integral  part of these  consolidated
          financial statements.
    
    
STATEMENTS OF CASH FLOWS
<TABLE>
    
                                                      Nine Months Ended                Nine Months Ended
                                                      September 30, 1996               September 30, 1995
                                                        (Unaudited)                       (Unaudited)
    
    
    Cash flow from operating activities:
<S>                                                  <C>                             <C>                 
    Net income (loss)                                $        (88,958)               $            293,272
    Adjustments to reconcile net income (loss) to
         net cash provided by operating activities:
         Depreciation and amortization                        692,781                             673,218
         Changes in assets and liabilities:
         Decrease (increase)  in tenant security depos        102,553                             (45,536)
         Increase in other assets                            (257,456)                           (142,659)
         Decrease in accounts payable                         (44,268)                            (79,713)
         Increase in other liabilities                         98,744                             175,476
    
             Net cash provided by operating activities        503,396                             874,058
    
    
    Cash flows from investing activities
         Investment in rental property                       (187,022)                           (245,632)
    
            Net cash used by investing activities            (187,022)                           (245,632)
    
    
    Cash flows from financing activities
         Principal payments on mortgage note                  (77,110)                            (70,601)
         Cash distributions paid to partners                 (275,920)                           (454,022)
    
          Net cash used in financing activities              (353,030)                           (524,623)
    
    
    Net increase in cash                                      (36,656)                            103,803
    
    
    Cash, beginning                                           627,142                             475,375
    Cash, ending                                     $        590,486                $            579,178
    
    
    Supplemental disclosure of cash flow information $        566,817                $            573,325
         Cash paid during the year of interest
       
</TABLE>
    
    
    
The  accompanying  notes are an integral  part of these  consolidated  financial
statements.
    
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
    
    
    
<TABLE>
    For the Nine Months Ended                                            Special                Partner                   Total 
    September 30, 1996 and 1995                   General                Limited                Unit                      Partners'
    (UNAUDITED)                                   Partner                Partner                Holders                   Capital
    
    
<S>                                  <C>                     <C>                    <C>                     <C>                  
    Balance, December 31, 1994       $            (10,790)   $         (1,405,492)  $         10,692,221    $           9,275,939
    Distributions paid                                (45)                 (4,496)              (449,481)                (454,022)
    Net income                                      2,934                  41,058                249,280                  293,272
    
    
    Balance, September 30, 1995      $             (7,901)   $         (1,368,930)  $         10,492,020    $           9,115,189
    
    
    
    
    Balance, December 31, 1995       $             (6,930)   $         (1,356,646)  $         10,420,822    $           9,057,246
    Distributions paid                                (27)                 (2,732)              (273,161)                (275,920)
    Net loss                                         (890)                      -                (88,068)                 (88,958)
    
    Balance, September 30, 1996      $             (7,847)   $         (1,359,378)  $         10,059,593    $           8,692,368
    
</TABLE>
    
    
    
    
    
    
    
Note: Units of Limited Partnership  Interest  outstanding for both September 30,
1996 and September 30, 1995 were 35,801.
    
    
    



NOTES TO FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)

1.      ACCOUNTING AND FINANCIAL REPORTING POLICIES

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by the Registrant, without audit, pursuant to the rules and regulations
of the  Securities  and Exchange  Commission.  The  Registrant's  accounting and
financial   reporting   policies  are  in  conformity  with  generally  accepted
accounting  principles  and include  adjustments in interim  periods  considered
necessary  for a  fair  presentation  of  the  results  of  operations.  Certain
information and footnote disclosures normally included in consolidated financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed or omitted  pursuant to such rules and  regulations.  It is
suggested that these  consolidated  financial  statements be read in conjunction
with the  consolidated  financial  statements and notes thereto  included in the
Registrant's latest annual report on Form 10-K.

The accompanying  consolidated  financial  statements  reflect the Partnership's
results of operations for an interim period and are not  necessarily  indicative
of the results of operations for the year ending December 31, 1996.


2.      TAXABLE INCOME

The  Partnership's  results of  operations on a tax basis are expected to differ
from net income for financial reporting purposes primarily due to the accounting
differences in the recognition of depreciation and amortization.


3.      RELATED PARTY TRANSACTIONS

Property  management  and fees paid or accrued by the  Partnership  to  Winthrop
Management,  an affiliate of the General Partners,  totaled $76,410 and $179,645
during the nine months ended September 30, 1996 and 1995, respectively. On March
15, 1996 the Partnership  terminated  Winthrop  Management as the managing agent
effective  March 18, 1996 and  appointed an  unaffiliated  third party to assume
management of the properties.


ITEM 2. -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND
     RESULTS OF OPERATIONS

Liquidity and Capital Resources

The  Partnership  receives  rental income from its properties and is responsible
for operating expenses,  administrative expenses,  capital improvements and debt
service  payments.  The  Partnership's  properties are leased to tenants who are
subject to leases of up to one year.

As of  September  30,  1996,  the  Partnership's  unrestricted  cash balance had
decreased to $590,486 from  $627,142 at December 31, 1995.  The decrease in cash
was due to $503,396 of cash generated from operating  activities  which was more
than  offset  by  $187,022  of cash  used in  investing  (investment  in  rental
property)  activities and $353,030 of cash used in financing  activities  during
the nine months ended September 30, 1996.

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

The  Partnership  has invested,  and expects to continue to invest cash in money
market instruments until required for partnership  purposes. As of September 30,
1996, the Partnership has $132,023 in reserves held by the mortgage lender,  the
use of which is restricted for capital improvements to Hunters Creek Apartments.
Therefore,  as of June 30, 1996, the  Partnership has total reserves of $722,508
which is expected to be sufficient to satisfy working capital  requirements  for
the Partnership. The Partnership, as required by the Partnership Agreement, must
retain as working  capital  reserves  an amount  equal to at least 1% of capital
contributions  of the Unit Holders.  The  Partnership  spent $187,022 on capital
improvements  during the first nine  months of 1996  compared to $245,632 in the
first nine months of 1995.

Results of Operations

The  Partnership  incurred  a net  loss of  $88,958  for the nine  months  ended
September 30, 1996, compared to net income of $293,272 for the nine months ended
September 30, 1995.  The net loss for the three months ended  September 30, 1996
was $81,526  compared to net income of $111,194 for the same period in 1995. The
decreases  were  attributable  to  decreased  revenues and  increased  operating
expenses.

The  Partnership's  total revenue  decreased by 4.2% for the nine months of 1996
compared  to the  nine  months  of  1995.  Rental  income  decreased  by 3.7% to
$2,855,058 in 1996 from $2,965,517 in 1995.  Average rents at the  Partnership's
four properties have increased 6.0% during the nine months, however the combined
average  occupancy for all four  properties  was 86% compared to 94% in the nine
months of 1995.  Decreases  in average  occupancy  occurred at each  property as
follows:  Greenbryre  from  95% to 92%,  Hunter's  Creek  from  92% to 81%,  St.
Michael's  from 93% to 80%, and Copper  Croft from 96% to 95%.  Other income for
the nine months ended  September 30, 1996 was $285,787  compared to $313,900 for
the same period in 1995.  The  decrease  was  primarily  the result of decreased
corporate unit revenues at St. Michaels.

Expenses of operating the properties increased by $222,587 during the nine month
period  ended  September  30,  1996  compared  to the nine  month  period  ended
September  30, 1995  primarily  due to an  increases  in  utilities  and various
repairs and  maintenance  expense  categories.  The increase in utility costs of
$93,767 was the result of  increased  gas  charges of  $42,774;  water and sewer
charges of $26,177 and increased  electric  charges of $23,598.  The repairs and
maintenance  expense  increase by $129,374  due to increased  carpet  repairs of
$58,800, maintenance supplies of $31,000 and payroll costs $19,000. The increase
in general  and  administrative  expense  was offset by the  decrease in leasing
expense which resulted primarily from a reallocation of payroll expenses between
two categories.

Other expenses  increased by $21,382 or 1.6% for the nine months ended September
30, 1996.  Depreciation and amortization expenses increased as a result of newly
capitalized  assets during 1996.  Partnership  expenses  increased due to higher
reimbursable expenses.


The  results of  operations  in future  quarters  may differ from the results of
operations  for the  quarter  and nine  months  ended  September,  1996,  due to
inflation and changing economic  conditions which could affect occupancy levels,
rental rates and operating expenses.

<PAGE>
Item 6. Exhibits and Reports on Form 8-K

               (a)  Exhibits

                  27.  Financial Data Schedule

               (b)  Reports on Form 8-K

                    No Reports on Form 8-K were  filed  during the three  months
                    ended September 30, 1996.

                                    SIGNATURE


Pursuant  to the  requirements  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


Date:       November 14, 1996    By:        Michael L. Ashner
                                            Michael L. Ashner
                                            Chief Executive Officer

Date:       November 14, 1996    By:        Edward V. Williams
                                            Edward V. Williams
                                            Chief Financial Officer